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: O CONNOR KEVIN J (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3050	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$0.00		Common Stock (804841)		Direct
Series B Preferred Stock	$0.00		Common Stock (194173)		Direct
Series C Preferred Stock	$0.00		Common Stock (610000)		Direct
Series A Preferred Stock	$0.00		Common Stock (166667)		Indirect
Series A Preferred Stock	$0.00		Common Stock (166667)		Indirect
Series A Preferred Stock	$0.00		Common Stock (100000)		Indirect
Series A Preferred Stock	$0.00		Common Stock (54378)		Indirect

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: The Series A Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the
consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of common stock
of the Issuer.

F3: The Series B Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of common stock of the Issuer.

F4: The Series C Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will automatically convert into shares of common stock of the Issuer.

F5: The shares are held by the Kevin O'Connor 2021 GRAT.

F6: The shares are held by the Nancy Zink O'Connor 2020 GRAT, for which the reporting person is the trustee.

F7: The shares are held by the 2012 O'Connor Family Irrevocable Trust dtd 12/14/2012 The GS Trust Co. of Delaware, Trustee

F8: Joan V. O'Connor and Kevin O'Connor, as Co-Trustee of the Joan V. O'Connor Living Trust dated May 16, 2006, as amended and restated.