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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 06/14/2022
	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	06/14/2022		P		33,111	A	$42.6155(1)	813,855	D(2)(16)(17)(18)
Common Stock	06/14/2022		P		40,913	A	$42.6155(1)	1,015,245	I(3)(16)(17)(18)	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock	06/14/2022		P		43,176	A	$42.9543(4)	857,031	D(2)(16)(17)(18)
Common Stock	06/14/2022		P		54,289	A	$42.9543(4)	1,069,534	I(3)(16)(17)(18)	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock								11,225,164	I(5)(16)(17)(18)	By ICONIQ Strategic Partners II, L.P.
Common Stock								8,787,037	I(6)(16)(17)(18)	By ICONIQ Strategic Partners II-B, L.P.
Common Stock								4,160,944	I(7)(16)(17)(18)	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock								5,237,611	I(8)(16)(17)(18)	By ICONIQ Strategic Partners III, L.P.
Common Stock								5,596,460	I(9)(16)(17)(18)	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								2,042,994	I(10)(16)(17)(18)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								2,009,823	I(11)(16)(17)(18)	By ICONIQ Strategic Partners IV, L.P.
Common Stock								3,330,058	I(12)(16)(17)(18)	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock								940,443	I(13)(16)(17)(18)	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock								115,070	I(14)(16)(17)(18)	By ICONIQ Strategic Partners V, L.P.
Common Stock								177,265	I(15)(16)(17)(18)	By ICONIQ Strategic Partners V-B, L.P.
Common Stock								241,443	I(19)	By Divesh Makan
Common Stock								68,935	I(20)	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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 $41.86 to $42.855. 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 $42.86 to $43.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

5. The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").

6. The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

7. The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("ICONIQ II Co-Invest").

8. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

9. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

10. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").

11. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

12. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

13. The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").

14. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

15. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

16. 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.

17. (Continued from Footnote 16) 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 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.

18. 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.

19. 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.

20. 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	06/16/2022
	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	06/16/2022
	ICONIQ Strategic Partners VI GP, L.P., ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/16/2022
	ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/16/2022
	/s/ Divesh Makan	06/16/2022
	/s/ Matthew Jacobson	06/16/2022
	** Signature of Reporting Person	Date
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