PROCORE TECHNOLOGIES, INC. — Director's Dealing 2021

May 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2021-05-20

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
2021-05-20	Common Stock	S	122	$82.64	Disposed	787927	Direct
2021-05-20	Common Stock	S	47589	$83.73	Disposed	740338	Direct
2021-05-24	Common Stock	C	97087	—	Acquired	3755687	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-24	Series B Preferred Stock	$	C	97087	Disposed		Common Stock (97087)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1826829	Indirect
Common Stock	23736	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 $83.37 to $84.14, 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: Each share of Series B Preferred Stock converted into one share of common stock immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F4: Shares are held of record 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.

F5: Shares are held of record by The Courtemanche 2016 Irrevocable Trust, for which the reporting person holds shared voting power.

F6: 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.