SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2024		J⁽¹⁾		696,548	D	⁽¹⁾	3,760,501	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II, L.P.
Common Stock	05/21/2024		J⁽⁶⁾		545,256	D	⁽⁶⁾	2,943,716	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	By ICONIQ Strategic Partners II-B, L.P.
Common Stock	05/21/2024		J⁽⁸⁾		258,196	D	⁽⁸⁾	1,413,060	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁹⁾	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock								5,237,611	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	By ICONIQ Strategic Partners III, L.P.
Common Stock								5,596,460	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								2,042,994	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								2,009,823	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾	By ICONIQ Strategic Partners IV, L.P.
Common Stock								3,330,058	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock								940,443	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock								115,070	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾	By ICONIQ Strategic Partners V, L.P.
Common Stock								177,265	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁷⁾	By ICONIQ Strategic Partners V-B, L.P.
Common Stock								857,031	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁸⁾	By ICONIQ Strategic Partners VI, L.P.
Common Stock								1,069,534	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁹⁾	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock								2,110,149⁽²⁰⁾	D⁽²⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 21, 2024, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 696,548 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners GP II, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. The shares are held by ICONIQ II.

3. 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"), 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").

4. (continued) 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.

5. (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 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.

6. On May 21, 2024, ICONIQ II-B distributed, for no consideration, in the aggregate 545,256 shares of the Issuer's Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

7. The shares are held by ICONIQ II-B.

8. On May 21, 2024, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 258,196 shares of the Issuer's Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

9. The shares are held by ICONIQ II Co-Invest.

10. The shares are held by ICONIQ III.

11. The shares are held by ICONIQ III-B.

12. The shares are held by ICONIQ III Co-Invest.

13. The shares are held by ICONIQ IV.

14. The shares are held by ICONIQ IV-B.

15. The shares are held by ICONIQ IV Co-Invest.

16. The shares are held by ICONIQ V.

17. The shares are held by ICONIQ V-B.

18. The shares are held by ICONIQ VI.

19. The shares are held by ICONIQ VI-B.

20. 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. Includes an aggregate of 148,851 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (6) and (8) above. 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.

	/s/ William J.G. Griffith	05/23/2024
	** 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 4 (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).
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