Sec Form 4 Filing - Control Empresarial de Capitales S.A. de C.V. @ PROKIDNEY CORP. - 2026-04-28

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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
Control Empresarial de Capitales S.A. de C.V.
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) X __ Other (specify below)
Add'l Rep. Persons-see Ex.99-1
(Last) (First) (Middle)
PASEO DE LAS PALMAS 781, PISO 6, LOMAS DE CHAPULTEPEC
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2026
(Street)
CIUDAD DE MEXICO11000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Common Shares (as defined in Exhibit 99.1 hereto) 04/28/2026 C( 1 ) 63,118,645 A $ 0 73,842,723 ( 2 ) D ( 6 )
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
Class B Common Shares ( 3 ) 04/28/2026 C( 1 ) 63,118,645 ( 4 ) ( 4 ) Class A Common Shares 63,118,645 $ 0 0 D ( 6 )
Common Units in ProKidney LLC ( 3 ) 04/28/2026 C( 1 ) 63,118,645 ( 5 ) ( 5 ) Class A Common Shares 63,118,645 $ 0 0 D ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Control Empresarial de Capitales S.A. de C.V.
PASEO DE LAS PALMAS 781, PISO 6
LOMAS DE CHAPULTEPEC
CIUDAD DE MEXICO11000
X Add'l Rep. Persons-see Ex.99-1
Signatures
/s/ Victor Manuel Gutierrez Lopez, Attorney-in-Fact 04/30/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.
( 2 )The Form 4 filed by the reporting person on March 16, 2024 and prior to the date hereof inadvertently aggregated 63,118,645 Paired Interests in Table I.
( 3 )At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis.
( 4 )The Class B Common Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Common Shares do not expire.
( 5 )The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.
( 6 )See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

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