Sec Form 4 Filing - SCS Sponsor III LLC @ PROKIDNEY CORP. - 2022-07-11

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 SCS Sponsor III LLC 2. Issuer Name and Ticker or Trading Symbol PROKIDNEY CORP. [ PROK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director and 10% Owner (Last) (First) (Middle) C/O SC MASTER HOLDINGS, LLC, 506 SANTA CRUZ AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 07/11/2022 (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 07/11/2022 M 6,220,000 A $ 0 6,860,000 D( 1 )( 2 ) Class A ordinary shares 07/11/2022 J 6,860,000 D $ 0 0 D( 3 )

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 ordinary shares ( 4 ) 07/11/2022 M 6,220,000 ( 4 ) ( 4 ) Class A ordinary shares 6,220,000 $ 0 0 D( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCS Sponsor III LLC C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 MENLO PARK, CA94025 Former Director and 10% Owner Mehta Kishan 540 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 Former Director and 10% Owner Cowen Aaron 540 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 Former Director and 10% Owner ChaChaCha DNA III, LLC C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 MENLO PARK, CA94025 Former Director and 10% Owner Signatures SCS SPONSOR III LLC,By: /s/ James Ryans, as Chief Financial OfficerSC SPAC HOLDINGS LLC, AARON COWEN and KISHAN MEHTA,By: /s/ James Ryans, as attorney-in-fact 07/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B ordinary shares held by the reporting owner, SCS Sponsor III LLC (the "Sponsor"), converted to Class A ordinary shares on a one-for-one basis upon the consummation of the business combination between the issuer and ProKidney LP. ( 2 )The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, the successor by merger to ChaChaCha DNA III, LLC ("SC SPAC Holdings"). Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Mehta and Cowen and SC SPAC Holdings may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. ( 3 )Represents the distribution for no consideration by the Sponsor of 6,860,000 Class A ordinary shares to its members pro rata in accordance with their respective interests. ( 4 )The Class B ordinary shares were automatically convertible into Class A ordinary shares at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and had no expiration date.

Remarks: The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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