Sec Form 4 Filing - IMRAN MIR A @ Rani Therapeutics Holdings, Inc. - 2022-03-07

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 IMRAN MIR A 2. Issuer Name and Ticker or Trading Symbol Rani Therapeutics Holdings, Inc. [ RANI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RANI THERAPEUTICS LLC, 2051 RINGWOOD AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2022 (Street) SAN JOSE, CA95131 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 B Common Stock 03/07/2022 C( 1 ) 2,309,490( 3 ) D $ 0 22,667,747 I See footnote.( 3 ) Class A Common Stock 03/07/2022 C( 1 ) 2,309,490( 4 ) A $ 0 2,377,197 I See footnote.( 4 ) Class A Common Stock 03/07/2022 J( 2 ) 2,229,238( 5 ) D $ 0 147,959 I See footnote.( 5 )

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 A Common LLC Units $ 0 03/07/2022 C( 1 ) 2,309,490( 6 ) ( 1 ) ( 1 ) Class A Common Stock 2,309,490 $ 0 22,667,747 I See footnote.( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other IMRAN MIR A C/O RANI THERAPEUTICS LLC 2051 RINGWOOD AVE. SAN JOSE, CA95131 X Signatures /s/ Josh Seidenfeld, Attorney-in-Fact for Mir A. Imran 03/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Fifth Amended and Restated LLC Agreement between Rani Therapeutics, LLC, a direct subsidiary of the Issuer, and the holders of its Common LLC Units ("LLC Units"), InCube Ventures II, L.P. and Rani Investment Corp. elected to exchange on a one-for-one basis the LLC Units and redeem the corresponding number of shares of Class B Common Stock of the Issuer ("Class B Shares") for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares"). ( 2 )InCube Ventures II, L.P. distributed these shares to its limited partners on a pro rata basis, for no consideration ( 3 )The Reporting Person is a General Partner of InCube Ventures II, L.P. and Rani Investment Corp. Represents 2,229,238 Class B Shares previously held by InCube Ventures II, L.P. and 80,252 Class B Shares previously held by Rani Investment Corp. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 4 )The Reporting Person is a General Partner of InCube Ventures II, L.P. and Rani Investment Corp. Represents 2,229,238 Class A Shares held by InCube Ventures II, L.P. and 80,252 Class A Shares held by Rani Investment Corp. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 5 )The Reporting Person is a General Partner of InCube Ventures II, L.P. Represents 2,229,238 Class A Shares previously held by InCube Ventures II, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 6 )The Reporting Person is a General Partner of InCube Ventures II, L.P. and Rani Investment Corp. Represents 2,229,238 LLC Units previously held by InCube Ventures II, L.P. and 80,252 LLC Units previously held by Rani Investment Corp. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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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