William J.G. Griffith - Nov 9, 2021 Form 4 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role: Director, 10%+ Owner
Signature: /s/ William J.G. Griffith
Stock symbol: PCOR
Transactions as of: Nov 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/12/2021, 08:46 PM
Previous filing: May 26, 2021
Next filing: Mar 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PCOR	Common Stock	Other		-1.64M	-12.76%		11.2M	Nov 9, 2021	By ICONIQ Strategic Partners II, L.P.	F1, F2, F16, F17, F18
transaction	PCOR	Common Stock	Other		-1.29M	-12.76%		8.79M	Nov 9, 2021	By ICONIQ Strategic Partners II-B, L.P.	F3, F4, F16, F17, F18
transaction	PCOR	Common Stock	Other		-609K	-12.76%		4.16M	Nov 9, 2021	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series	F5, F6, F16, F17, F18
transaction	PCOR	Common Stock	Other		+242K			242K	Nov 9, 2021	Direct	F1, F3, F5, F7, F16, F17, F18
holding	PCOR	Common Stock						5.24M	Nov 9, 2021	By ICONIQ Strategic Partners III, L.P.	F8, F16, F17, F18
holding	PCOR	Common Stock						5.6M	Nov 9, 2021	By ICONIQ Strategic Partners III-B, L.P.	F9, F16, F17, F18
holding	PCOR	Common Stock						2.04M	Nov 9, 2021	ICONIQ Strategic Partners III Co-Invest, L.P., Series P	F10, F16, F17, F18
holding	PCOR	Common Stock						2.01M	Nov 9, 2021	By ICONIQ Strategic Partners IV, L.P.	F11, F16, F17, F18
holding	PCOR	Common Stock						3.33M	Nov 9, 2021	By ICONIQ Strategic Partners IV-B, L.P.	F12, F16, F17, F18
holding	PCOR	Common Stock						940K	Nov 9, 2021	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P	F13, F16, F17, F18
holding	PCOR	Common Stock						115K	Nov 9, 2021	By ICONIQ Strategic Partners V, L.P.	F14, F16, F17, F18
holding	PCOR	Common Stock						177K	Nov 9, 2021	By ICONIQ Strategic Partners V-B, L.P.	F15, F16, F17, F18

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 9, 2021, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 1,642,454 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners GP II, 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, 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").
F2	The shares are held by ICONIQ II.
F3	On November 9, 2021, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") distributed, for no consideration, in the aggregate 1,285,710 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, 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.
F4	The shares are held by ICONIQ II-B.
F5	On November 9, 2021, ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("ICONIQ II Co-Invest") distributed, for no consideration, in the aggregate 608,825 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, 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.
F6	The shares are held by ICONIQ II Co-Invest.
F7	The shares are held by William J.G. Griffith ("Griffith") through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (3) and (5) above. Griffith 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 Griffith is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F8	The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
F9	The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
F10	The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ II Co-Invest").
F11	The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
F12	The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
F13	The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").
F14	The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
F15	The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
F16	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. ("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.
F17	(Continued from Footnote 16) Divesh Makan ("Makan") and 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.
F18	The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person disclaims beneficial ownership of the securities reported herein 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 the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.