X0206 3 2021-05-19 0 0001611052 PROCORE TECHNOLOGIES, INC. PCOR 0001678064 ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 3165 D Common Stock 3382 I By ICONIQ Strategic Partners III-B, L.P. Common Stock 1725297 I By ICONIQ Strategic Partners IV, L.P. Common Stock 2858628 I By ICONIQ Strategic Partners IV-B, L.P. Common Stock 10835 I By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P Common Stock 16664 I By ICONIQ Strategic Partners V, L.P. Common Stock 25671 I By ICONIQ Strategic Partners V-B, L.P. Series A Preferred Stock Common Stock 768295 D Series A Preferred Stock Common Stock 820933 I By ICONIQ Strategic Partners III-B, L.P. Series A Preferred Stock Common Stock 347241 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series B Preferred Stock Common Stock 900050 I By ICONIQ Strategic Partners II, L.P. Series B Preferred Stock Common Stock 704557 I By ICONIQ Strategic Partners II-B, L.P. Series B Preferred Stock Common Stock 2210959 D Series B Preferred Stock Common Stock 2362440 I By ICONIQ Strategic Partners III-B, L.P. Series B Preferred Stock Common Stock 1634234 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series C Preferred Stock Common Stock 11552 I By ICONIQ Strategic Partners II, L.P. Series C Preferred Stock Common Stock 9043 I By ICONIQ Strategic Partners II-B, L.P. Series C Preferred Stock Common Stock 178343 D Series C Preferred Stock Common Stock 190563 I By ICONIQ Strategic Partners III-B, L.P. Series C Preferred Stock Common Stock 61519 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series D Preferred Stock Common Stock 145868 I By ICONIQ Strategic Partners II, L.P. Series D Preferred Stock Common Stock 114186 I By ICONIQ Strategic Partners II-B, L.P. Series E Preferred Stock Common Stock 5624684 I By ICONIQ Strategic Partners II, L.P. Series E Preferred Stock Common Stock 4402992 I By ICONIQ Strategic Partners II-B, L.P. Series F Preferred Stock Common Stock 5583040 I By ICONIQ Strategic Partners II, L.P. Series F Preferred Stock Common Stock 4370392 I By ICONIQ Strategic Partners II-B, L.P. Series F Preferred Stock Common Stock 4769769 I By ICONIQ Strategic Partners II Co-Invest, L.P., Series P Series G Preferred Stock Common Stock 602424 I By ICONIQ Strategic Partners II, L.P. Series G Preferred Stock Common Stock 471577 I By ICONIQ Strategic Partners II-B, L.P. Series G Preferred Stock Common Stock 2076849 D Series G Preferred Stock Common Stock 2219142 I By ICONIQ Strategic Partners III-B, L.P. Series H-1 Preferred Stock Common Stock 87716 I By ICONIQ Strategic Partners IV, L.P. Series H-1 Preferred Stock Common Stock 145336 I By ICONIQ Strategic Partners IV-B, L.P. Series I Preferred Stock Common Stock 196810 I By ICONIQ Strategic Partners IV, L.P. Series I Preferred Stock Common Stock 326094 I By ICONIQ Strategic Partners IV-B, L.P. Series I Preferred Stock Common Stock 929608 I By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest"). The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest"). 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. (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. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson 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 its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. 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. This Form 3 is the third of three Forms 3 being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P. ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2021-05-19 DIVESH MAKAN /s/ Divesh Makan 2021-05-19 MATTHEW JACOBSON /s/ Matthew Jacobson 2021-05-19