SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Palihapitiya Chamath (Last) (First) (Middle) C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2023
	4. 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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/05/2023		S		52,621	D	$4.7646(1)	9,447,379	I(2)	See footnote(2)
Class A ordinary shares	10/06/2023		S		75,000	D	$4.4848(3)	9,372,379	I(2)	See footnote(2)
Class A ordinary shares	10/09/2023		S		75,000	D	$4.203(4)	9,297,379	I(2)	See footnote(2)
Class A ordinary shares	10/10/2023		S		75,000	D	$4.3355(5)	9,222,379	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Palihapitiya Chamath (Last) (First) (Middle) C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.6812 to $4.8148. 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 $4.3262 to $4.5847. 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 $4.1540 to $4.3782. 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 $4.1050 to $4.5100. 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.

	SC PIPE Holdings LLC By: /s/ Connor Nowinski, as Authorized Signatory	10/10/2023
	SC Master Holdings, LLC By: /s/ Connor Nowinski, as Authorized Signatory	10/10/2023
	Chamath Palihapitiya By: /s/ Connor Nowinski, as Attorney-in-Fact	10/10/2023
	** Signature of Reporting Person	Date
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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