SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* SC Master Holdings, LLC (Last) (First) (Middle) 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/11/2022	3. Issuer Name and Ticker or Trading Symbol PROKIDNEY CORP. [ PROK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares	13,273,000	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SC Master Holdings, LLC (Last) (First) (Middle) 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SC PIPE Holdings LLC (Last) (First) (Middle) 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Represents (i) 9,500,000 Class A ordinary shares held of record by SC PIPE Holdings LLC ("SC PIPE Holdings") and (ii) 3,773,000 Class A ordinary shares held of record by SC Master Holdings, LLC ("SC Master Holdings").

2. SC Master Holdings is the sole member of SC PIPE Holdings. SC Master Holdings may be deemed to beneficially own shares held by SC PIPE Holdings by virtue of its direct interest in SC PIPE Holdings or its control over SC PIPE Holdings, as the case may be.

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.

	SC MASTER HOLDINGS, LLC and SC PIPE HOLDINGS LLC, By: /s/ James Ryans, as Authorized Signatory	07/20/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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