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* Imran Talat (Last) (First) (Middle) C/O RANI THERAPEUTICS LLC 2051 RINGWOOD AVE. (Street) SAN JOSE CA 95131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2021	3. Issuer Name and Ticker or Trading Symbol Rani Therapeutics Holdings, Inc. [ RANI ]
		4. 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	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/29/2021
			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 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 Common Stock	829,435(1)	I	See footnote(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
Class A Common LLC Units(3)	(3)	(3)	Class A Common Stock(3)	43,421(1)	(3)	D
Stock Option (Right to Buy)	(4)	07/28/2031	Class A Common Stock	78,877(1)	9.45(5)	D

Explanation of Responses:

1. This amendment is being filed to correctly reflect the shares held directly and indirectly.

2. Represents 378,533 shares of Class A Common Stock of the Issuer ("Class A Shares") held by Biologix Partners, LP and 450,902 Class A Shares held by VH Rani, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Represents Class A Common LLC Units of Rani Therapeutics, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.

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 June 17, 2021.

5. This amendment is being filed to correctly reflect the exercise price of the Stock Option.

Remarks:

	/s/ Josh Seidenfeld, Attorney-in-Fact for Talat Imran	08/02/2021
	** 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 5 (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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