PROCORE TECHNOLOGIES, INC. — Director's Dealing 2024

Apr 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCORE TECHNOLOGIES, INC. (PCOR)
CIK: 0001611052
Period of Report: 2024-03-29

Reporting Person: Courtemanche Craig F. Jr. (Director, CEO & President, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-29	Common Stock	A	140954	—	Acquired	889201	Direct
2024-04-01	Common Stock	S	53977	$81.17	Disposed	2702631	Indirect
2024-04-01	Common Stock	S	9523	$82.04	Disposed	2693108	Indirect
2024-04-01	Common Stock	S	2708	$81.16	Disposed	1240372	Indirect
2024-04-01	Common Stock	S	442	$82.09	Disposed	1239930	Indirect
2024-04-01	Common Stock	S	1232	$81.19	Disposed	531517	Indirect
2024-04-01	Common Stock	S	118	$82.13	Disposed	531399	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23736	Indirect

Footnotes

F1: Represents shares of common stock issuable upon the settlement of restricted stock units (the "RSUs"). One-sixteenth (1/16th) of the RSUs vest quarterly on each February 20, May 20, August 20 and November 20 (each, a "Company Vesting Date"), beginning with the first Company Vesting Date following the vesting commencement date of February 20, 2024 and subject to the Reporting Person's continued service through each Company Vesting Date.

F2: Shares sold pursuant to a 10b5-1 plan dated June 7, 2023.

F3: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $80.78 to $81.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Shares are held by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012.

F5: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $81.82 to $82.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $80.81 to $81.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The shares are held of record by the Courtemanche 2021 Irrevocable Trust UA DTD 6/10/2021.

F8: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $81.90 to $82.31 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $80.81 to $81,74 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: The shares are held by The Courtemanche 2016 Irrevocable Trust.

F11: The price reported in Column 4 is a weighted average price . These shares were sold as part of a block trade in multiple transactions at prices ranging from $82.13 to $82.15 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.