PROCORE TECHNOLOGIES, INC. — Director's Dealing 2024

Nov 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2024-11-12

Reporting Person: Griffith William J.G. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-12	Common Stock	S	12340	$71.0363	Disposed	2284989	Indirect
2024-11-12	Common Stock	S	9659	$71.0363	Disposed	1788689	Indirect
2024-11-13	Common Stock	S	5153	$71.5386	Disposed	2279836	Indirect
2024-11-13	Common Stock	S	86864	$72.4461	Disposed	2192972	Indirect
2024-11-13	Common Stock	S	83022	$73.509	Disposed	2109950	Indirect
2024-11-13	Common Stock	S	5193	$74.0069	Disposed	2104757	Indirect
2024-11-13	Common Stock	S	4047	$71.5386	Disposed	1784642	Indirect
2024-11-13	Common Stock	S	68143	$72.4461	Disposed	1716499	Indirect
2024-11-13	Common Stock	S	64830	$73.509	Disposed	1651669	Indirect
2024-11-13	Common Stock	S	4066	$74.0069	Disposed	1647603	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	870692	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	857031	Indirect
Common Stock	1069534	Indirect
Common Stock	2456353	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.00 to $71.12. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

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

F3: ICONIQ Strategic Partners GP II, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") and ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("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 Strategic Partners III, L.P. ("ICONIQ III"), ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") and ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("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 Strategic Partners IV, L.P. ("ICONIQ IV"),

F4: (continued) ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP.

F5: (continued) Divesh Makan ("Makan") and the Reporting Person are the sole equity holders of each of ICONIQ II Parent GP and ICONIQ III Parent GP. Makan, the Reporting Person and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person 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 his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F6: The shares are held by ICONIQ II-B.

F7: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.00 to $71.995. Full information regarding the number of shares sold 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 sold in multiple transactions at prices ranging from $72.00 to $72.99. Full information regarding the number of shares sold 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 sold in multiple transactions at prices ranging from $73.00 to $73.995. Full information regarding the number of shares sold 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 sold in multiple transactions at prices ranging from $74.00 to $74.04. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F11: The shares are held by ICONIQ II Co-Invest.

F12: The shares are held by ICONIQ III.

F13: The shares are held by ICONIQ III-B.

F14: The shares are held by ICONIQ III Co-Invest.

F15: The shares are held by ICONIQ IV.

F16: The shares are held by ICONIQ IV-B.

F17: The shares are held by ICONIQ IV Co-Invest.

F18: The shares are held by ICONIQ V.

F19: The shares are held by ICONIQ V-B.

F20: The shares are held by ICONIQ VI.

F21: The shares are held by ICONIQ VI-B.

F22: The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. The Reporting Person 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 the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.