PROCORE TECHNOLOGIES, INC. — Director's Dealing 2022

Mar 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2022-03-14

Reporting Person: ICONIQ Strategic Partners VI, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners VI-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners VI GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners VI TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Jacobson Matthew (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-14	Common Stock	P	211	$51.85	Acquired	211	Direct
2022-03-14	Common Stock	P	264	$51.85	Acquired	264	Indirect
2022-03-14	Common Stock	P	69112	$49.218	Acquired	69323	Direct
2022-03-14	Common Stock	P	84605	$49.218	Acquired	84869	Indirect
2022-03-14	Common Stock	P	160426	$49.7463	Acquired	229749	Direct
2022-03-14	Common Stock	P	201065	$49.7463	Acquired	285934	Indirect
2022-03-14	Common Stock	P	60183	$51.0914	Acquired	289932	Direct
2022-03-14	Common Stock	P	75804	$51.0914	Acquired	361738	Indirect
2022-03-14	Common Stock	P	4433	$51.655	Acquired	294365	Direct
2022-03-14	Common Stock	P	5617	$51.655	Acquired	367355	Indirect
2022-03-15	Common Stock	P	2354	$50.2165	Acquired	296719	Direct
2022-03-15	Common Stock	P	2861	$50.2165	Acquired	370216	Indirect
2022-03-15	Common Stock	P	8275	$51.2532	Acquired	304994	Direct
2022-03-15	Common Stock	P	10162	$51.2532	Acquired	380378	Indirect
2022-03-15	Common Stock	P	217240	$52.1577	Acquired	522234	Direct
2022-03-15	Common Stock	P	271346	$52.1577	Acquired	651724	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11225164	Indirect
Common Stock	8787037	Indirect
Common Stock	4160944	Indirect
Common Stock	5237611	Indirect
Common Stock	5596460	Indirect
Common Stock	2042994	Indirect
Common Stock	2009823	Indirect
Common Stock	3330058	Indirect
Common Stock	940443	Indirect
Common Stock	115070	Indirect
Common Stock	177265	Indirect
Common Stock	241443	Indirect
Common Stock	68935	Indirect

Footnotes

F1: These transactions are being reported by Divesh Makan ("Makan") and Matthew Jacobson ("Jacobson"). ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"), ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"), ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") and ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") have filed a Form 3 reporting the shares purchased in these transactions.

F2: Shares held by ICONIQ VI.

F3: Shares held by ICONIQ VI-B.

F4: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $48.50 to $49.495. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F5: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $49.50 to $50.495. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F6: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $50.50 to $51.49. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F7: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $51.50 to $52.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F8: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $49.74 to $50.70. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F9: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $50.74 to $51.71. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

F10: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $51.74 to $52.50. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

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

F12: The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

F13: The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("ICONIQ II Co-Invest").

F14: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F15: The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

F16: The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").

F17: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F18: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

F19: The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").

F20: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F21: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F22: 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. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B.

F23: (Continued from Footnote 22) ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ VI GP is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ VI Parent GP is the sole general partner of ICONIQ VI GP. 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 Jacobson are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.

F24: Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ GP V, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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.

F25: The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Makan disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F26: The shares are held by Jacobson through a trust of which he is a trustee. Jacobson disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.