PROCORE TECHNOLOGIES, INC. — Director's Dealing 2021

Aug 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2021-08-20

Reporting Person: Courtemanche Craig F. Jr. (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-20	Common Stock	S	16200	$87.24	Disposed	724138	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1826829	Indirect
Common Stock	23736	Indirect
Common Stock	3755687	Indirect

Footnotes

F1: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $86.54 to $87.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote with regard to the block trade.

F3: Shares are held of record by The Courtemanche 2016 Irrevocable Trust, for which the reporting person holds shared voting power.

F4: The shares were held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012, for which the reporting person and his spouse serve as trustees.