PROCORE TECHNOLOGIES, INC. — Director's Dealing 2021

May 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2021-05-24

Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (10% Owner)
Reporting Person: ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: ICONIQ STRATEGIC PARTNERS II, L.P. (10% Owner)
Reporting Person: ICONIQ STRATEGIC PARTNERS II-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II Co-Invest, L.P., P Series (10% Owner)
Reporting Person: ICONIQ Strategic Partners II GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II TT GP, Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-24	Common Stock	C	5234446	$0.00	Acquired	5237611	Direct
2021-05-24	Common Stock	C	5593078	$0.00	Acquired	5596460	Indirect
2021-05-24	Common Stock	C	2042994	$0.00	Acquired	2042994	Indirect
2021-05-24	Common Stock	C	12867618	$0.00	Acquired	12867618	Indirect
2021-05-24	Common Stock	C	10072747	$0.00	Acquired	10072747	Indirect
2021-05-24	Common Stock	C	4769769	$0.00	Acquired	4769769	Indirect
2021-05-24	Common Stock	C	284526	$0.00	Acquired	2009823	Indirect
2021-05-24	Common Stock	C	471430	$0.00	Acquired	3330058	Indirect
2021-05-24	Common Stock	C	929608	$0.00	Acquired	940443	Indirect
2021-05-24	Common Stock	P	98406	$67.00	Acquired	115070	Indirect
2021-05-24	Common Stock	P	151594	$67.00	Acquired	177265	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-24	Series A Preferred Stock	$	C	768295	Disposed		Common Stock (768295)	Direct
2021-05-24	Series A Preferred Stock	$	C	820933	Disposed		Common Stock (820933)	Indirect
2021-05-24	Series A Preferred Stock	$	C	347241	Disposed		Common Stock (347241)	Indirect
2021-05-24	Series B Preferred Stock	$	C	900050	Disposed		Common Stock (900050)	Indirect
2021-05-24	Series B Preferred Stock	$	C	704557	Disposed		Common Stock (704557)	Indirect
2021-05-24	Series B Preferred Stock	$	C	2210959	Disposed		Common Stock (2210959)	Direct
2021-05-24	Series B Preferred Stock	$	C	2362440	Disposed		Common Stock (2362440)	Indirect
2021-05-24	Series B Preferred Stock	$	C	1634234	Disposed		Common Stock (1634234)	Indirect
2021-05-24	Series C Preferred Stock	$	C	11552	Disposed		Common Stock (11552)	Indirect
2021-05-24	Series C Preferred Stock	$	C	9043	Disposed		Common Stock (9043)	Indirect
2021-05-24	Series C Preferred Stock	$	C	178343	Disposed		Common Stock (178343)	Direct
2021-05-24	Series C Preferred Stock	$	C	190563	Disposed		Common Stock (190563)	Indirect
2021-05-24	Series C Preferred Stock	$	C	61519	Disposed		Common Stock (61519)	Indirect
2021-05-24	Series D Preferred Stock	$	C	145868	Disposed		Common Stock (145868)	Indirect
2021-05-24	Series D Preferred Stock	$	C	114186	Disposed		Common Stock (114186)	Indirect
2021-05-24	Series E Preferred Stock	$	C	5624684	Disposed		Common Stock (5624684)	Indirect
2021-05-24	Series E Preferred Stock	$	C	4402992	Disposed		Common Stock (4402992)	Indirect
2021-05-24	Series F Preferred Stock	$	C	5583040	Disposed		Common Stock (5583040)	Indirect
2021-05-24	Series F Preferred Stock	$	C	4370392	Disposed		Common Stock (4370392)	Indirect
2021-05-24	Series F Preferred Stock	$	C	4769769	Disposed		Common Stock (4769769)	Indirect
2021-05-24	Series G Preferred Stock	$	C	602424	Disposed		Common Stock (602424)	Indirect
2021-05-24	Series G Preferred Stock	$	C	471577	Disposed		Common Stock (471577)	Indirect
2021-05-24	Series G Preferred Stock	$	C	2076849	Disposed		Common Stock (2076849)	Direct
2021-05-24	Series G Preferred Stock	$	C	2219142	Disposed		Common Stock (2219142)	Indirect
2021-05-24	Series H-1 Preferred Stock	$	C	87716	Disposed		Common Stock (87716)	Indirect
2021-05-24	Series H-1 Preferred Stock	$	C	145336	Disposed		Common Stock (145336)	Indirect
2021-05-24	Series I Preferred Stock	$	C	196810	Disposed		Common Stock (196810)	Indirect
2021-05-24	Series I Preferred Stock	$	C	326094	Disposed		Common Stock (326094)	Indirect
2021-05-24	Series I Preferred Stock	$	C	929608	Disposed		Common Stock (929608)	Indirect

Footnotes

F1: Each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H-1 Preferred Stock and Series I Preferred Stock was convertible at the option of the holder into Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of preferred stock automatically converted into Common Stock.

F2: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F3: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

F4: The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").

F5: The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").

F6: The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

F7: The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest").

F8: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F9: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

F10: The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").

F11: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F12: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F13: ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ III Co-Invest. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV, ICONIQ IV-B and ICONIQ IV Co-Invest. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P.

F14: (Continued from Footnote 13) ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ II Parent GP and ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP and ICONIQ V Parent GP.

F15: Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F16: These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.