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: Crigman Sam (Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	118279	Direct
Common Stock	379062	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.42	2016-11-10	Common Stock (74296)		Direct
Stock Option (Right to Buy)	$12.22	2028-07-12	Common Stock (331817)		Direct
Stock Option (Right to Buy)	$24.48	2029-09-05	Common Stock (25000)		Direct

Footnotes

F1: Includes 42,359 shares issuable on settlement of restricted stock units ("RSUs"). The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2021, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20.

F2: Includes 65,920 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2020, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20.

F3: Includes 10,000 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on November 20, 2019, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20.

F4: The shares are held by the Crigman Family Trust dtd March 22, 2016.

F5: The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of October 1, 2016, subject to continued service through each applicable vesting date.

F6: The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of July 1, 2018, subject to continued service through each applicable vesting date.

F7: The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of May 1, 2019, subject to continued service through each applicable vesting date.