SEC FORM 4

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^*

Bessemer Venture Partners VIII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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)
05/24/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2021		C		16,108,218⁽¹⁾	A	⁽²⁾	16,710,687	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	05/24/2021		C			580,456⁽⁶⁾	⁽²⁾	⁽²⁾	Common Stock	580,456⁽²⁾⁽⁶⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽²⁾	05/24/2021		C			347,754⁽⁷⁾	⁽²⁾	⁽²⁾	Common Stock	347,754⁽²⁾⁽⁷⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾
Series C Preferred Stock	⁽²⁾	05/24/2021		C			133,980⁽⁸⁾	⁽²⁾	⁽²⁾	Common Stock	133,980⁽²⁾⁽⁸⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽⁸⁾
Series D Preferred Stock	⁽²⁾	05/24/2021		C			11,876,509⁽⁹⁾	⁽²⁾	⁽²⁾	Common Stock	11,876,509⁽²⁾⁽⁹⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽⁹⁾
Series E Preferred Stock	⁽²⁾	05/24/2021		C			1,809,425⁽¹⁰⁾	⁽²⁾	⁽²⁾	Common Stock	1,809,425⁽²⁾⁽¹⁰⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽¹⁰⁾
Series F Preferred Stock	⁽²⁾	05/24/2021		C			885,567⁽¹¹⁾	⁽²⁾	⁽²⁾	Common Stock	885,567⁽²⁾⁽¹¹⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽¹¹⁾
Series H-1 Preferred Stock	⁽²⁾	05/24/2021		C			78,388⁽¹²⁾	⁽²⁾	⁽²⁾	Common Stock	78,388⁽²⁾⁽¹²⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽¹²⁾
Series I Preferred Stock	⁽²⁾	05/24/2021		C			396,139⁽¹³⁾	⁽²⁾	⁽²⁾	Common Stock	396,139⁽²⁾⁽¹³⁾	$0.00	0	I	See footnote⁽⁴⁾⁽⁵⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VIII L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Bessemer Venture Partners VIII Institutional L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Bessemer Venture Partners PR, L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

15 Angels II LLC

(Last)

(First)

(Middle)

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT

10538

(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^*

Deer VIII & Co. Ltd.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Deer VIII & Co. L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Deer X & Co. Ltd.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Deer X & Co. L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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. Represents 7,053,409 shares received by Bessemer Venture Partners VIII, L.P. ("BVP VIII"), 8,482,733 shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 361,642 shares received by Bessemer Venture Partners PR, L.P. ("BVP PR") and 210,434 shares received by 15 Angels II LLC ("15 Angels") upon conversion 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 H-1 Preferred Stock and Series I Preferred Stock (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering.

2. The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.

3. Following the reported transaction, 7,055,073 shares are held by BVP VIII, 8,484,734 shares are held by BVP VIII Inst, 947,724 shares are held by BVP PR and 223,156 shares are held by 15 Angels.

4. 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.

5. 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.

6. Prior to the closing, BVP VIII owned 176,125 shares, BVP VIII Inst owned 211,816 shares and BVP PR owned 192,515 shares of the Series A Preferred Stock.

7. Prior to the closing, BVP VIII owned 81,097 shares, BVP VIII Inst owned 97,530 shares and BVP PR owned 169,127 shares of the Series B Preferred Stock.

8. Prior to the closing, BVP VIII owned 60,827 shares and BVP VIII Inst owned 73,153 shares of the Series C Preferred Stock.

9. Prior to the closing, BVP VIII owned 5,551,416 shares and BVP VIII Inst owned 6,325,093 shares of the Series D Preferred Stock.

10. Prior to the closing, BVP VIII owned 714,403 shares and BVP VIII Inst owned 1,095,022 shares of the Series E Preferred Stock.

11. Prior to the closing, BVP VIII owned 349,643 shares and BVP VIII Inst owned 535,924 shares of the Series F Preferred Stock.

12. Prior to the closing, 15 Angels owned 78,388 shares of the Series H-1 Preferred Stock.

13. Prior to the closing, BVP VIII owned 119,898 shares, BVP VIII Inst owned 144,195 shares and 15 Angels owned 132,046 shares of the Series I Preferred Stock.

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.	05/26/2021
	/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.	05/26/2021
	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.	05/26/2021
	/s/ Scott Ring, Authorized Person of 15 Angels II LLC	05/26/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd.	05/26/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd, the general partner of Deer VIII & Co L.P.	05/26/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd.	05/26/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd, the general partner of Deer X & Co LP	05/26/2021
	** 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 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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