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: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Jacobson Matthew (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3165	Direct
Common Stock	3382	Indirect
Common Stock	1725297	Indirect
Common Stock	2858628	Indirect
Common Stock	10835	Indirect
Common Stock	16664	Indirect
Common Stock	25671	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (768295)		Direct
Series A Preferred Stock	$		Common Stock (820933)		Indirect
Series A Preferred Stock	$		Common Stock (347241)		Indirect
Series B Preferred Stock	$		Common Stock (900050)		Indirect
Series B Preferred Stock	$		Common Stock (704557)		Indirect
Series B Preferred Stock	$		Common Stock (2210959)		Direct
Series B Preferred Stock	$		Common Stock (2362440)		Indirect
Series B Preferred Stock	$		Common Stock (1634234)		Indirect
Series C Preferred Stock	$		Common Stock (11552)		Indirect
Series C Preferred Stock	$		Common Stock (9043)		Indirect
Series C Preferred Stock	$		Common Stock (178343)		Direct
Series C Preferred Stock	$		Common Stock (190563)		Indirect
Series C Preferred Stock	$		Common Stock (61519)		Indirect
Series D Preferred Stock	$		Common Stock (145868)		Indirect
Series D Preferred Stock	$		Common Stock (114186)		Indirect
Series E Preferred Stock	$		Common Stock (5624684)		Indirect
Series E Preferred Stock	$		Common Stock (4402992)		Indirect
Series F Preferred Stock	$		Common Stock (5583040)		Indirect
Series F Preferred Stock	$		Common Stock (4370392)		Indirect
Series F Preferred Stock	$		Common Stock (4769769)		Indirect
Series G Preferred Stock	$		Common Stock (602424)		Indirect
Series G Preferred Stock	$		Common Stock (471577)		Indirect
Series G Preferred Stock	$		Common Stock (2076849)		Direct
Series G Preferred Stock	$		Common Stock (2219142)		Indirect
Series H-1 Preferred Stock	$		Common Stock (87716)		Indirect
Series H-1 Preferred Stock	$		Common Stock (145336)		Indirect
Series I Preferred Stock	$		Common Stock (196810)		Indirect
Series I Preferred Stock	$		Common Stock (326094)		Indirect
Series I Preferred Stock	$		Common Stock (929608)		Indirect

Footnotes

F1: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F2: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

F3: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F4: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

F5: The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").

F6: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F7: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F8: The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").

F9: The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").

F10: The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

F11: The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest").

F12: ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and ICONIQ II Co-Invest. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ III Co-Invest. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV, ICONIQ IV-B and ICONIQ IV Co-Invest. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P.

F13: (Continued from Footnote 12) ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ II Parent GP and ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP and ICONIQ V Parent GP.

F14: Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F15: Each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H-1 Preferred Stock and Series I Preferred Stock is convertible at the option of the holder into Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of preferred stock will automatically convert into Common Stock.