Nanci Caldwell - May 19, 2021 Form 3 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role: Director
Signature: /s/ Benjamin C. Singer, Attorney-in-fact
Stock symbol: PCOR
Transactions as of: May 19, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/19/2021, 08:56 PM
Next filing: May 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PCOR	Common Stock						77.2K	May 19, 2021	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Includes 3,050 shares issuable on settlement of restricted stock units ("RSUs"). The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"), and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied with respect to 100% of the shares on February 20, 2022, assuming continued service through such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control and (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.
F2	Includes 74,160 shares issuable on settlement of RSUs. The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"); and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied as follows: 1/4th of the RSUs shall vest on February 20th of each year beginning on February 20, 2021, assuming Participant's continued service through each such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control or (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.

Content

Includes 3,050 shares issuable on settlement of restricted stock units ("RSUs"). The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"), and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied with respect to 100% of the shares on February 20, 2022, assuming continued service through such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control and (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.

Includes 74,160 shares issuable on settlement of RSUs. The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"); and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied as follows: 1/4th of the RSUs shall vest on February 20th of each year beginning on February 20, 2021, assuming Participant's continued service through each such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control or (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.