Craig F. Courtemanche Jr. - May 19, 2021 Form 3 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role
Chief Executive Officer, Director, Chairman of the Board
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, 08:57 PM
Next filing
May 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PCOR Common Stock 788K May 19, 2021 Direct F1, F2, F3
holding PCOR Common Stock 3.66M May 19, 2021 See footnote F4
holding PCOR Common Stock 1.83M May 19, 2021 See footnote F5
holding PCOR Common Stock 23.7K May 19, 2021 By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PCOR Series B Preferred Stock May 19, 2021 Common Stock 97.1K See footnote F4, F6
holding PCOR Stock Option (Right to Buy) May 19, 2021 Common Stock 977K $2.42 Direct F7
holding PCOR Stock Option (Right to Buy) May 19, 2021 Common Stock 546K $12.22 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 273,000 shares issuable on settlement of restricted stock units ("RSUs"). Twenty-five percent of the shares subject to the RSU vest on each of February 20, 2022, February 20, 2023, February 20, 2024 and February 20, 2025, subject to continued service through each applicable vesting date.
F2 Includes 362,558 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied as to 1/16th of the shares subject to the RSU on May 20, 2020, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20.
F3 Includes 152,491 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2021, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20.
F4 Shares are held of record by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012, for which the reporting person and his spouse serve as trustees.
F5 Shares are held of record by The Courtemanche 2016 Irrevocable Trust, for which the reporting person holds shared voting power.
F6 The Series B Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of common stock of the Issuer.
F7 The shares subject to the option vest in 60 equal monthly installments beginning on the one month anniversary of February 5, 2016, subject to continued service through each applicable vesting date.
F8 The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of January 1, 2019, subject to continued service through each applicable vesting date.