SEC FORM 4

SEC FORM 4 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Imran Talat

(Last)

(First)

(Middle)

2051 RINGWOOD AVE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$5.44	12/16/2023		D			479,667	⁽¹⁾⁽²⁾	03/26/2033	Class A Common Stock	479,667	⁽³⁾	95,933⁽²⁾	D
Stock Option (Right to Buy)	$2.84	12/16/2023		A		479,667		⁽¹⁾	03/26/2033	Class A Common Stock	479,667	⁽³⁾	479,667	D
Stock Option (Right to Buy)	$13.21	12/16/2023		D			153,650	⁽²⁾⁽⁴⁾	03/21/2032	Class A Common Stock	153,650	⁽³⁾	109,750⁽²⁾	D
Stock Option (Right to Buy)	$2.84	12/16/2023		A		153,650		⁽⁴⁾	03/21/2032	Class A Common Stock	153,650	⁽³⁾	153,650	D
Stock Option (Right to Buy)	$19.56	12/16/2023		D			271,875	⁽²⁾⁽⁵⁾	09/08/2031	Class A Common Stock	271,875	⁽³⁾	453,125	D
271,875	$2.84	12/16/2023		A		271,875		⁽⁵⁾	09/08/2031	Class A Common Stock	271,875	⁽³⁾	271,875	D
Stock Option (Right to Buy)	$9.44	12/16/2023		D			31,252	⁽²⁾⁽⁶⁾	07/28/2031	Class A Common Stock	31,252	⁽³⁾	47,699	D
Stock Option (Right to Buy)	$2.84	12/16/2023		A		31,252		⁽⁶⁾	07/28/2031	Class A Common Stock	31,252	⁽³⁾	31,252	D

Explanation of Responses:

1. The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years from March 27, 2023.

2. The remaining shares subject to the option are fully vested and exercisable as of the Repricing Date.

3. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 16, 2023 (the "Repricing Date"). Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $2.84 per share, the closing price of the Issuer's Common Stock on the Repricing Date. There is no change to the expiration dates or the vesting schedule of the repriced options.

4. The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years from March 22, 2022.

5. The shares subject to the option vest as follows: 25% of the shares subject to the option vests on June 14, 2022; and 1/48th of the shares subject to the option vest monthly over the remaining three years.

6. The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years from June 17, 2021.

	Talat Imran	12/19/2023
	** 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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SEC Form 4 filed by Imran Talat