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^*

O CONNOR KEVIN J

(Last)

(First)

(Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(Street)

CARPINTERIA

93013

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

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2021

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	05/24/2021		C		1,609,014	A	⁽¹⁾⁽²⁾⁽³⁾	1,612,064	D
Common Stock	05/24/2021		C		166,667	A	⁽¹⁾	166,667	I	See footnote⁽⁴⁾
Common Stock	05/24/2021		C		166,667	A	⁽¹⁾	166,667	I	See footnote⁽⁵⁾
Common Stock	05/24/2021		C		100,000	A	⁽¹⁾	100,000	I	See footnote⁽⁶⁾
Common Stock	05/24/2021		C		54,378	A	⁽¹⁾	54,378	I	See footnote⁽⁷⁾

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)
Series A Preferred Stock	⁽¹⁾	05/24/2021		C			804,841	⁽¹⁾	⁽¹⁾	Common Stock	804,841	$0.00	0	D
Series B Preferred Stock	⁽²⁾	05/24/2021		C			194,173	⁽²⁾	⁽²⁾	Common Stock	194,173	$0.00	0	D
Series C Preferred Stock	⁽³⁾	05/24/2021		C			610,000	⁽³⁾	⁽³⁾	Common Stock	610,000	$0.00	0	D
Series A Preferred Stock	⁽¹⁾	05/24/2021		C			166,667	⁽¹⁾	⁽¹⁾	Common Stock	166,667	$0.00	0	I	See footnote⁽⁸⁾
Series A Preferred Stock	⁽¹⁾	05/24/2021		C			166,667	⁽¹⁾	⁽¹⁾	Common Stock	166,667	$0.00	0	I	See footnote⁽⁹⁾
Series A Preferred Stock	⁽¹⁾	05/24/2021		C			100,000	⁽¹⁾	⁽¹⁾	Common Stock	100,000	$0.00	0	I	See footnote⁽¹⁰⁾
Series A Preferred Stock	⁽¹⁾	05/24/2021		C			54,378	⁽¹⁾	⁽¹⁾	Common Stock	54,378	$0.00	0	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock converted into one share of common stock immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

2. Each share of Series B Preferred Stock converted into one share of common stock immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

3. Each share of Series C Preferred Stock converted into one share of common stock immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

4. The shares are held by the Kevin O'Connor 2021 GRAT.

5. The shares are held by the Nancy Zink O'Connor 2020 GRAT, for which the reporting person is the trustee.

6. The shares are held by the 2012 O'Connor Family Irrevocable Trust dtd 12/14/2012 The GS Trust Co. of Delaware, Trustee.

7. The shares are held by Joan V. O'Connor and Kevin O'Connor, as Co-Trustee of the Joan V. O'Connor Living Trust dated May 16, 2006, as amended and restated.

8. The shares were held by the Kevin O'Connor 2021 GRAT.

9. The shares were held by the Nancy Zink O'Connor 2020 GRAT, for which the reporting person is the trustee.

10. The shares were held by the 2012 O'Connor Family Irrevocable Trust dtd 12/14/2012 The GS Trust Co. of Delaware, Trustee.

11. The shares were held by Joan V. O'Connor and Kevin O'Connor, as Co-Trustee of the Joan V. O'Connor Living Trust dated May 16, 2006, as amended and restated.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-fact	05/26/2021
	** 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 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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