0000950170-25-024905.txt : 20250221 0000950170-25-024905.hdr.sgml : 20250221 20250221163106 ACCESSION NUMBER: 0000950170-25-024905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250219 FILED AS OF DATE: 20250221 DATE AS OF CHANGE: 20250221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III-B, L.P. CENTRAL INDEX KEY: 0001678109 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652462 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-937-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ STRATEGIC PARTNERS II, L.P. CENTRAL INDEX KEY: 0001619710 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652464 BUSINESS ADDRESS: STREET 1: 50 BEALE ST., STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-967-7757 MAIL ADDRESS: STREET 1: 50 BEALE ST., STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III, L.P. CENTRAL INDEX KEY: 0001678064 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652463 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-937-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III TT GP, Ltd. CENTRAL INDEX KEY: 0001788796 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652459 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P CENTRAL INDEX KEY: 0001711898 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652461 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159377763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVE STREET 2: SECOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners III GP, L.P. CENTRAL INDEX KEY: 0001766963 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 25652460 BUSINESS ADDRESS: STREET 1: 50 BEALE STREET STREET 2: SUITE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 50 BEALE STREET STREET 2: SUITE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROCORE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001611052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 731636261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6309 CARPINTERIA AVE. CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 866-477-6267 MAIL ADDRESS: STREET 1: 6309 CARPINTERIA AVE. CITY: CARPINTERIA STATE: CA ZIP: 93013 4 1 ownership.xml 4 X0508 4 2025-02-19 0001611052 PROCORE TECHNOLOGIES, INC. PCOR 0001619710 ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001678064 ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001678109 ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001711898 ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001766963 ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001788796 ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false false Common Stock 2025-02-19 4 J false 571466 D 0 D Common Stock 2025-02-19 4 J false 447346 D 0 I By ICONIQ Strategic Partners II-B, L.P. Common Stock 2025-02-19 4 J false 301058 D 1274 I By ICONIQ Strategic Partners II Co-Invest, L.P., P Series Common Stock 2025-02-19 4 S false 1074 87.4 D 200 I By ICONIQ Strategic Partners II Co-Invest, L.P., P Series Common Stock 2025-02-19 4 J false 163836 D 91009 I By ICONIQ Strategic Partners II GP, L.P. Common Stock 2025-02-19 4 J false 162696 D 5074915 I By ICONIQ Strategic Partners III, L.P. Common Stock 2025-02-19 4 J false 173843 D 5422617 I By ICONIQ Strategic Partners III-B, L.P. Common Stock 2025-02-19 4 J false 63461 D 1979533 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Common Stock 2025-02-20 4 S false 200 82.93 D 0 I By ICONIQ Strategic Partners II Co-Invest, L.P., P Series Common Stock 22310 I By ICONIQ Strategic Partners III GP, L.P. Common Stock 2009823 I By ICONIQ Strategic Partners IV, L.P. Common Stock 3330058 I By ICONIQ Strategic Partners IV-B, L.P. Common Stock 940443 I By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P Common Stock 115070 I By ICONIQ Strategic Partners V, L.P. Common Stock 177265 I By ICONIQ Strategic Partners V-B, L.P. Common Stock 857031 I By ICONIQ Strategic Partners VI, L.P. Common Stock 1069534 I By ICONIQ Strategic Partners VI-B, L.P. Common Stock 2727522 I By Divesh Makan Common Stock 876047 I By Matthew Jacobson On February 19, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 571,466 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners (excluding 45,399 ICONIQ II Shares to be distributed on a later date), representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held by ICONIQ II. ICONIQ II GP is the sole general partner of each of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") and ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("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 Strategic Partners III, L.P. ("ICONIQ III"), ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") and ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("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 Strategic Partners IV, L.P. ("ICONIQ IV"), ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). (continued) 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. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("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 Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. (continued) 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. 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. On February 19, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 447,346 shares of the Issuer's Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners (excluding 31,498 ICONIQ II-B Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ II-B. On February 19, 2025, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 301,058 shares of the Issuer's Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners (excluding 14,112 ICONIQ II Co-Invest Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ II Co-Invest. On February 19, 2025, ICONIQ II GP distributed, for no consideration, in the aggregate 163,836 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ II GP Shares") to certain of its partners, representing each such partner's pro rata interest in such ICONIQ II GP Shares. All of the aforementioned distributions made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ II GP. Represents an aggregate of 91,009 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described herein. On February 19, 2025, ICONIQ III distributed, for no consideration, in the aggregate 162,696 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners (excluding 11,406 ICONIQ III Shares to be distributed on a later date), representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ III. On February 19, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 173,843 shares of the Issuer's Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners (excluding 10,715 ICONIQ III-B Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ III-B. On February 19, 2025, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 63,461 shares of the Issuer's Common Stock (the "ICONIQ III Co-Invest Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Co-Invest Shares it received in the distribution by ICONIQ III Co-Invest to its partners (excluding 189 ICONIQ III Co-Invest Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by ICONIQ III Co-Invest. The shares are held by ICONIQ III GP. Represents an aggregate of 22,310 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. The shares are held by ICONIQ IV. The shares are held by ICONIQ IV-B. The shares are held by ICONIQ IV Co-Invest. The shares are held by ICONIQ V. The shares are held by ICONIQ V-B. The shares are held by ICONIQ VI. The shares are held by ICONIQ VI-B. 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. Includes an aggregate of 46,881 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II Co-Invest Shares, ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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. The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 53,838 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II Co-Invest Shares, ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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. Form 2 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners II, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein. ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2025-02-21 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: Head of Strategy, /s/ Kevin Foster 2025-02-21 ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2025-02-21 ICONIQ Strategic Partners III Co-Invest, L.P., Series P, By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2025-02-21 ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2025-02-21 ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2025-02-21