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: Courtemanche Craig F. Jr. (Director, Chief Executive Officer, Chairman of the Board)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	788049	Direct
Common Stock	3658600	Indirect
Common Stock	1826829	Indirect
Common Stock	23736	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (97087)		Indirect
Stock Option (Right to Buy)	$2.42	2026-11-10	Common Stock (976916)		Direct
Stock Option (Right to Buy)	$12.22	2028-07-12	Common Stock (546000)		Direct

Footnotes

F1: Includes 273,000 shares issuable on settlement of restricted stock units ("RSUs"). Twenty-five percent of the shares subject to the RSU vest on each of February 20, 2022, February 20, 2023, February 20, 2024 and February 20, 2025, subject to continued service through each applicable vesting date.

F2: Includes 362,558 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 as 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 152,491 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, 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.

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 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.

F7: The shares subject to the option vest in 60 equal monthly installments beginning on the one month anniversary of February 5, 2016, subject to continued service through each applicable vesting date.

F8: The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of January 1, 2019, subject to continued service through each applicable vesting date.