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*
ICONIQ Strategic Partners VI, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 06/10/2022 P 22,378 A $43.8481(1) 544,612 D(2)(17)(18)(19)
Common Stock 06/10/2022 P 27,927 A $43.8481(1) 679,651 I(3)(17)(18)(19) By ICONIQ Strategic Partners VI-B, L.P.
Common Stock 06/13/2022 P 132,144 A $41.7863(4) 676,756 D(2)(17)(18)(19)
Common Stock 06/13/2022 P 163,990 A $41.7863(4) 843,641 I(3)(17)(18)(19) By ICONIQ Strategic Partners VI-B, L.P.
Common Stock 06/13/2022 P 103,988 A $42.2678(5) 780,744 D(2)(17)(18)(19)
Common Stock 06/13/2022 P 130,691 A $42.2678(5) 974,332 I(3)(17)(18)(19) By ICONIQ Strategic Partners VI-B, L.P.
Common Stock 11,225,164 I(6)(17)(18)(19) By ICONIQ Strategic Partners II, L.P.
Common Stock 8,787,037 I(7)(17)(18)(19) By ICONIQ Strategic Partners II-B, L.P.
Common Stock 4,160,944 I(8)(17)(18)(19) By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock 5,237,611 I(9)(17)(18)(19) By ICONIQ Strategic Partners III, L.P.
Common Stock 5,596,460 I(10)(17)(18)(19) By ICONIQ Strategic Partners III-B, L.P.
Common Stock 2,042,994 I(11)(17)(18)(19) By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock 2,009,823 I(12)(17)(18)(19) By ICONIQ Strategic Partners IV, L.P.
Common Stock 3,330,058 I(13)(17)(18)(19) By ICONIQ Strategic Partners IV-B, L.P.
Common Stock 940,443 I(14)(17)(18)(19) By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock 115,070 I(15)(17)(18)(19) By ICONIQ Strategic Partners V, L.P.
Common Stock 177,265 I(16)(17)(18)(19) By ICONIQ Strategic Partners V-B, L.P.
Common Stock 241,443 I(20) By Divesh Makan
Common Stock 68,935 I(21) By Matthew Jacobson
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners VI, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners VI-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners VI GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners VI TT GP, Ltd.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Jacobson Matthew

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $43.52 to $44.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
2. Shares held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI").
3. Shares held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B").
4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $41.12 to $42.1175. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $42.12 to $42.50. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
6. The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").
7. The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").
8. The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("ICONIQ II Co-Invest").
9. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
10. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
11. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").
12. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
13. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
14. The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").
15. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
16. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
17. 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.
18. (Continued from Footnote 17) ICONIQ Strategic Partners V GP, L.P. ("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. ICONIQ Strategic Partners VI VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI 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, ICONIQ V Parent GP and ICONIQ VI Parent GP.
19. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ GP V, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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.
20. The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Makan 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
21. The shares are held by Jacobson through a trust of which he is a trustee. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Remarks:
ICONIQ Strategic Partners VI, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/14/2022
ICONIQ Strategic Partners VI-B, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/14/2022
ICONIQ Strategic Partners VI GP, L.P., ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/14/2022
ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/14/2022
/s/ Divesh Makan 06/14/2022
/s/ Matthew Jacobson 06/14/2022
** 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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