PROCORE TECHNOLOGIES, INC. — Director's Dealing 2021

May 20, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2021-05-19

Reporting Person: SMITH GRAHAM (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77210	Direct

Footnotes

F1: Includes 3,050 shares issuable on settlement of restricted stock units ("RSUs"). The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"), and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied with respect to 100% of the shares on February 20, 2022, assuming continued service through such date. The Liquidity Event Condition will be satisfied upon the first to occur: (1) a Change in Control and (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.

F2: Includes 74,160 shares issuable on settlement of RSUs. The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to
vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"); and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied as follows: 1/4th of the RSUs shall vest on
February 20th of each year beginning on February 20, 2021, assuming Participant's continued service through each such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control or (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.