FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/19/2021 |
3. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,165 | I(1)(12)(13)(14) | By ICONIQ Strategic Partners III, L.P. |
Common Stock | 3,382 | I(2)(12)(13)(14) | By ICONIQ Strategic Partners III-B, L.P. |
Common Stock | 1,725,297 | I(3)(12)(13)(14) | By ICONIQ Strategic Partners IV, L.P. |
Common Stock | 2,858,628 | I(4)(12)(13)(14) | By ICONIQ Strategic Partners IV-B, L.P. |
Common Stock | 10,835 | I(5)(12)(13)(14) | By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P |
Common Stock | 16,664 | I(6)(12)(13)(14) | By ICONIQ Strategic Partners V, L.P. |
Common Stock | 25,671 | I(7)(12)(13)(14) | By ICONIQ Strategic Partners V-B, L.P. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (15) | (15) | Common Stock | 768,295 | (15) | I(1)(12)(13)(14) | By ICONIQ Strategic Partners III, L.P. |
Series A Preferred Stock | (15) | (15) | Common Stock | 820,933 | (15) | I(2)(12)(13)(14) | By ICONIQ Strategic Partners III-B, L.P. |
Series A Preferred Stock | (15) | (15) | Common Stock | 347,241 | (15) | I(8)(12)(13)(14) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series P |
Series B Preferred Stock | (15) | (15) | Common Stock | 900,050 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series B Preferred Stock | (15) | (15) | Common Stock | 704,557 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series B Preferred Stock | (15) | (15) | Common Stock | 2,210,959 | (15) | I(1)(12)(13)(14) | By ICONIQ Strategic Partners III, L.P. |
Series B Preferred Stock | (15) | (15) | Common Stock | 2,362,440 | (15) | I(2)(12)(13)(14) | By ICONIQ Strategic Partners III-B, L.P. |
Series B Preferred Stock | (15) | (15) | Common Stock | 1,634,234 | (15) | I(8)(12)(13)(14) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series P |
Series C Preferred Stock | (15) | (15) | Common Stock | 11,552 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series C Preferred Stock | (15) | (15) | Common Stock | 9,043 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series C Preferred Stock | (15) | (15) | Common Stock | 178,343 | (15) | I(1)(12)(13)(14) | By ICONIQ Strategic Partners III, L.P. |
Series C Preferred Stock | (15) | (15) | Common Stock | 190,563 | (15) | I(2)(12)(13)(14) | By ICONIQ Strategic Partners III-B, L.P. |
Series C Preferred Stock | (15) | (15) | Common Stock | 61,519 | (15) | I(8)(12)(13)(14) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series P |
Series D Preferred Stock | (15) | (15) | Common Stock | 145,868 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series D Preferred Stock | (15) | (15) | Common Stock | 114,186 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series E Preferred Stock | (15) | (15) | Common Stock | 5,624,684 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series E Preferred Stock | (15) | (15) | Common Stock | 4,402,992 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series F Preferred Stock | (15) | (15) | Common Stock | 5,583,040 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series F Preferred Stock | (15) | (15) | Common Stock | 4,370,392 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series F Preferred Stock | (15) | (15) | Common Stock | 4,769,769 | (15) | I(11)(12)(13)(14) | By ICONIQ Strategic Partners II Co-Invest, L.P., Series P |
Series G Preferred Stock | (15) | (15) | Common Stock | 602,424 | (15) | I(9)(12)(13)(14) | By ICONIQ Strategic Partners II, L.P. |
Series G Preferred Stock | (15) | (15) | Common Stock | 471,577 | (15) | I(10)(12)(13)(14) | By ICONIQ Strategic Partners II-B, L.P. |
Series G Preferred Stock | (15) | (15) | Common Stock | 2,076,849 | (15) | I(1)(12)(13)(14) | By ICONIQ Strategic Partners III, L.P. |
Series G Preferred Stock | (15) | (15) | Common Stock | 2,219,142 | (15) | I(2)(12)(13)(14) | By ICONIQ Strategic Partners III-B, L.P. |
Series H-1 Preferred Stock | (15) | (15) | Common Stock | 87,716 | (15) | I(3)(12)(13)(14) | By ICONIQ Strategic Partners IV, L.P. |
Series H-1 Preferred Stock | (15) | (15) | Common Stock | 145,336 | (15) | I(4)(12)(13)(14) | By ICONIQ Strategic Partners IV-B, L.P. |
Series I Preferred Stock | (15) | (15) | Common Stock | 196,810 | (15) | I(3)(12)(13)(14) | By ICONIQ Strategic Partners IV, L.P. |
Series I Preferred Stock | (15) | (15) | Common Stock | 326,094 | (15) | I(4)(12)(13)(14) | By ICONIQ Strategic Partners IV-B, L.P. |
Series I Preferred Stock | (15) | (15) | Common Stock | 929,608 | (15) | I(5)(12)(13)(14) | By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P |
Explanation of Responses: |
1. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). |
2. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). |
3. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). |
4. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). |
5. The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). |
6. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
7. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
8. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest"). |
9. The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). |
10. The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). |
11. The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest"). |
12. 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. |
13. (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. |
14. 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. |
15. 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. |
Remarks: |
WILLIAM J.G. GRIFFITH /s/ William J.G. Griffith | 05/19/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |