| 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 | 602,469(1) | I | See footnote(1)(2)(3) |
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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 | (4) | (4) | Common Stock | 580,456 | $0.00 | I(4) | See footnote(2)(3)(4) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 347,754 | $0.00 | I(5) | See footnote(2)(3)(5) |
| Series C Preferred Stock | (6) | (6) | Common Stock | 133,980 | $0.00 | I(6) | See footnote(2)(3)(6) |
| Series D Preferred Stock | (7) | (7) | Common Stock | 11,876,509 | $0.00 | I(7) | See footnote(2)(3)(7) |
| Series E Preferred Stock | (8) | (8) | Common Stock | 1,809,425 | $0.00 | I(8) | See footnote(2)(3)(8) |
| Series F Preferred Stock | (9) | (9) | Common Stock | 885,567 | $0.00 | I(9) | See footnote(2)(3)(9) |
| Series H-1 Preferred Stock | (10) | (10) | Common Stock | 78,388 | $0.00 | I(10) | See footnote(2)(3)(10) |
| Series I Preferred Stock | (11) | (11) | Common Stock | 396,139 | $0.00 | I(11) | See footnote(2)(3)(11) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Includes 1,664 shares held by Bessemer Venture Partners VIII L.P. ("BVP VIII"), 2,001 shares held by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 586,082 shares held by Bessemer Venture Partners PR, L.P. ("BVP PR") and 12,722 shares held by 15 Angels II LLC ("15 Angels", and together with BVP VIII, BVP VIII Inst and BVP PR, the "Funds"). |
| 2. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of BVP VIII, BVP Inst. and 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by BVP VIII, BVP VIII Inst and 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in BVP VIII, BVP VIII Inst and 15 Angels. |
| 3. Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of BVP PR. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by BVP PR, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interest in BVP PR. |
| 4. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 176,125 shares held by BVP VIII, 211,816 shares held by BVP VIII Inst and 192,515 shares held by BVP PR. |
| 5. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 81,097 shares held by BVP VIII, 97,530 shares held by BVP VIII Inst and 169,127 shares held by BVP PR. |
| 6. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 60,827 shares held by BVP VIII and 73,153 shares held by BVP VIII Inst. |
| 7. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 5,551,416 shares held by BVP VIII and 6,325,093 shares held by BVP VIII Inst. |
| 8. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 714,403 shares held by BVP VIII and 1,095,022 shares held by BVP VIII Inst. |
| 9. The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 349,643 shares held by BVP VIII and 535,924 shares held by BVP VIII Inst. |
| 10. The Series H-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series H-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. Shares are held by 15 Angels. |
| 11. The Series I Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series I Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 119,898 shares held by BVP VIII, 144,195 shares held by BVP VIII Inst and 132,046 shares held by 15 Angels. |
| Remarks: |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners PR L.P. | 05/19/2021 | |
| /s/ Scott Ring, Authorized Person of 15 Angels II LLC | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd. | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd, the general partner of Deer VIII & Co L.P. | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer X & Co. Ltd. | 05/19/2021 | |
| /s/ Scott Ring, General Counsel, Deer X & Co. Ltd, the general partner of Deer X & Co LP | 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. | ||