Bessemer Venture Partners VIII L.P. - May 19, 2021 Form 3 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role: 10%+ Owner
Signature: /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.
Stock symbol: PCOR
Transactions as of: May 19, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/19/2021, 09:24 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						602K	May 19, 2021	See footnote	F1, F2, F3

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	580K	$0.00	See footnote	F2, F3, F4
holding	PCOR	Series B Preferred Stock							May 19, 2021	Common Stock	348K	$0.00	See footnote	F2, F3, F5
holding	PCOR	Series C Preferred Stock							May 19, 2021	Common Stock	134K	$0.00	See footnote	F2, F3, F6
holding	PCOR	Series D Preferred Stock							May 19, 2021	Common Stock	11.9M	$0.00	See footnote	F2, F3, F7
holding	PCOR	Series E Preferred Stock							May 19, 2021	Common Stock	1.81M	$0.00	See footnote	F2, F3, F8
holding	PCOR	Series F Preferred Stock							May 19, 2021	Common Stock	886K	$0.00	See footnote	F2, F3, F9
holding	PCOR	Series H-1 Preferred Stock							May 19, 2021	Common Stock	78.4K	$0.00	See footnote	F2, F3, F10
holding	PCOR	Series I Preferred Stock							May 19, 2021	Common Stock	396K	$0.00	See footnote	F2, F3, F11

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

Explanation of Responses:

Id	Content
F1	Includes 1,664 shares held by Bessemer Venture Partners VIII L.P. ("BVP VIII"), 2,001 shares held by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 586,082 shares held by Bessemer Venture Partners PR, L.P. ("BVP PR") and 12,722 shares held by 15 Angels II LLC ("15 Angels", and together with BVP VIII, BVP VIII Inst and BVP PR, the "Funds").
F2	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.
F3	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.
F4	The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 176,125 shares held by BVP VIII, 211,816 shares held by BVP VIII Inst and 192,515 shares held by BVP PR.
F5	The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 81,097 shares held by BVP VIII, 97,530 shares held by BVP VIII Inst and 169,127 shares held by BVP PR.
F6	The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 60,827 shares held by BVP VIII and 73,153 shares held by BVP VIII Inst.
F7	The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 5,551,416 shares held by BVP VIII and 6,325,093 shares held by BVP VIII Inst.
F8	The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 714,403 shares held by BVP VIII and 1,095,022 shares held by BVP VIII Inst.
F9	The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 349,643 shares held by BVP VIII and 535,924 shares held by BVP VIII Inst.
F10	The Series H-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series H-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. Shares are held by 15 Angels.
F11	The Series I Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series I Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 119,898 shares held by BVP VIII, 144,195 shares held by BVP VIII Inst and 132,046 shares held by 15 Angels.