Kevin J. O. Connor - 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, 09:11 PM
Next filing
May 26, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PCOR Common Stock 3.05K May 19, 2021 Direct F1

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 A Preferred Stock May 19, 2021 Common Stock 805K $0.00 Direct F2
holding PCOR Series B Preferred Stock May 19, 2021 Common Stock 194K $0.00 Direct F3
holding PCOR Series C Preferred Stock May 19, 2021 Common Stock 610K $0.00 Direct F4
holding PCOR Series A Preferred Stock May 19, 2021 Common Stock 167K $0.00 See footnote F2, F5
holding PCOR Series A Preferred Stock May 19, 2021 Common Stock 167K $0.00 See footnote F2, F6
holding PCOR Series A Preferred Stock May 19, 2021 Common Stock 100K $0.00 See footnote F2, F7
holding PCOR Series A Preferred Stock May 19, 2021 Common Stock 54.4K $0.00 See footnote F2, F8
* 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: (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 The Series A 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 A Preferred Stock will automatically convert into shares of common stock of the Issuer.
F3 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.
F4 The Series C 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 C Preferred Stock will automatically convert into shares of common stock of the Issuer.
F5 The shares are held by the Kevin O'Connor 2021 GRAT.
F6 The shares are held by the Nancy Zink O'Connor 2020 GRAT, for which the reporting person is the trustee.
F7 The shares are held by the 2012 O'Connor Family Irrevocable Trust dtd 12/14/2012 The GS Trust Co. of Delaware, Trustee
F8 Joan V. O'Connor and Kevin O'Connor, as Co-Trustee of the Joan V. O'Connor Living Trust dated May 16, 2006, as amended and restated.