*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
Tolerantia, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
88,639,961(1)
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9
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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10
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SHARED DISPOSITIVE POWER
88,639,961(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,639,961(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Represents 88,639,961 Class B ordinary shares, $0.0001 par value (the “Class B ordinary shares”), of ProKidney Corp. (“ProKidney”), held by Tolerantia, LLC, a Delaware limited liability
company (“Tolerantia”), which is an affiliate controlled and majority-owned by Mr. Pablo Legorreta (together with Tolerantia, the “Reporting Persons”). Mr. Legorreta controls the voting and disposition of the shares held by Tolerantia. Mr.
Legorreta disclaims beneficial ownership of the shares held by Tolerantia except to the extent of his indirect pecuniary interest therein. The business address of Tolerantia is 110 East 59th Street, Suite 2800, New York, New York, 10022. The
Reporting Persons have the right to exchange their common units of ProKidney LP (the “Common Units”) and an equal number of Class B ordinary shares on a one-for-one basis for Class A ordinary shares, $0.0001 par value (the “Class A ordinary
shares”).
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(2)
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ProKidney reported that it has 253,434,630 shares of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis as of November 14, 2023 in its quarterly report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 14, 2023. If the beneficial ownership percentage were computed based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares
and the exchange of the Common Units, which are deemed to be beneficially owned by Tolerantia, Tolerantia would beneficially own 56.6%.
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1
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NAMES OF REPORTING PERSONS
Pablo Legorreta
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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||||||||||||||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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||||||||||||||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
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||||||||||||||
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8
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SHARED VOTING POWER
88,639,961(1)
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|||||||||||||||
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9
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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10
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SHARED DISPOSITIVE POWER
88,639,961(1)
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|||||||||||||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,639,961(1)
|
||||||||||||||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%(2)
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||||||||||||||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Represents 88,639,961 Class B ordinary shares held by Tolerantia, which is an affiliate controlled and majority-owned by Mr. Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the shares held by Tolerantia. Mr. Legorreta
disclaims beneficial ownership of the shares held by Tolerantia except to the extent of his indirect pecuniary interest therein. The business address of Tolerantia is 110 East 59th Street, Suite 2800, New York, New York, 10022. The Reporting
Persons have the right to exchange their Common Units and an equal number of Class B ordinary shares on a one-for-one basis for Class A ordinary shares.
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(2)
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ProKidney reported that it has 253,434,630 shares of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis as of November 14, 2023 in its quarterly report on Form 10-Q filed with the SEC on November 14, 2023.
If Mr. Legorreta’s beneficial ownership percentage were computed based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the Common
Units held by Tolerantia, which are deemed to be beneficially owned by Mr. Legorreta, Mr. Legorreta would beneficially own 56.6%.
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•
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Amount beneficially owned: 88,639,961
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•
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Percent of Class: 37.6% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 56.6% based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable
upon the conversion of Class B ordinary shares and the exchange of the Common Units beneficially owned by Tolerantia as set forth below
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•
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Number of shares the Reporting Person has:
|
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•
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Sole power to vote or direct the vote: 0
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•
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Shared power to vote: 88,639,961
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•
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Sole power to dispose or direct the disposition of: 0
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||
•
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Shared power to dispose or direct the disposition of: 88,639,961
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•
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Amount beneficially owned: 88,639,961
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•
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Percent of Class: 37.6% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 56.6% based on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the
conversion of Class B ordinary shares and the exchange of the Common Units held by Tolerantia, which are deemed to be beneficially owned by Mr. Legorreta as set forth below
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||
•
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Number of shares the Reporting Person has:
|
|
•
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Sole power to vote or direct the vote: 0
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•
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Shared power to vote: 88,639,961
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•
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Sole power to dispose or direct the disposition of: 0
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•
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Shared power to dispose or direct the disposition of: 88,639,961
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TOLERANTIA, LLC
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By:
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/s/ Jaime Gomez-Sotomayor
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Name: Jaime Gomez-Sotomayor
Title: Authorized Signatory
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PABLO LEGORRETA
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By:
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/s/ Pablo Legorreta
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