Sec Form 4 Filing - Palihapitiya Chamath @ PROKIDNEY CORP. - 2023-11-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palihapitiya Chamath 2. Issuer Name and Ticker or Trading Symbol PROKIDNEY CORP. [ PROK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SC MASTER HOLDINGS, LLC, 506 SANTA CRUZ AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2023 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A ordinary shares 11/09/2023 S 95,900 D $ 1.6757 ( 1 ) 6,416,967 I ( 2 ) See footnote ( 2 ) Class A ordinary shares 11/10/2023 S 85,900 D $ 1.6113 ( 3 ) 6,331,067 I ( 2 ) See footnote ( 2 ) Class A ordinary shares 11/13/2023 S 88,700 D $ 1.5747 ( 4 ) 6,242,367 I ( 2 ) See footnote ( 2 ) Class A ordinary shares 11/14/2023 S 306,200 D $ 1.4993 ( 5 ) 5,936,167 I ( 2 ) See footnote ( 2 ) Class A ordinary shares 2,073,000 I ( 6 ) See footnote ( 6 ) Class A ordinary shares 3,000,000 I ( 7 ) See footnote ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palihapitiya Chamath C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 MENLO PARK, CA94025 X SC Master Holdings, LLC 506 SANTA CRUZ AVENUE, SUITE 300 MENLO PARK, CA94025 X Signatures SC Master Holdings, LLC By: /s/ Connor Nowinski, as Authorized Signatory 11/14/2023 Signature of Reporting Person Date Chamath Palihapitiya By: /s/ Connor Nowinski, as Attorney-in-Fact 11/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.6250 to $1.7350. The reporting person undertakes to provide ProKidney Corp. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )Represents shares held by SC PIPE Holdings LLC ("PIPE Holdings"). PIPE Holdings is controlled by Mr. Palihapitiya and SC Master Holdings, LLC ("Master Holdings") is the sole member of PIPE Holdings. Mr. Palihapitiya and Master Holdings may be deemed to beneficially own shares held directly by PIPE Holdings by virtue of their indirect or direct interests in PIPE Holdings or their control over PIPE Holdings, as the case may be. ( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5600 to $1.6900. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5100 to $1.6200. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.3800 to $1.8500. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )Represents shares held by Master Holdings. Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by Master Holdings by virtue of his indirect interests in Master Holdings or his control over Master Holdings, as the case may be. ( 7 )Represents shares held by a trust for the benefit of Mr. Palihapitiya's immediate family.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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