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Filing Details

Accession Number:: 0000950170-25-024889
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-02-21 16:30:10
Reporting Period:: 2025-02-19

Filing Date:: 2025-02-21
Accepted Time:: 2025-02-21 16:30:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1611052	Procore Technologies Inc.	PCOR	Services-Prepackaged Software (7372)	731636261

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1688124	J.g. William Griffith	C/O Iconiq Capital 50 Beale St., Ste. 2300 San Francisco CA 94105		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2025-02-19	571,466	$0.00	0	No	4	J	Indirect	By ICONIQ Strategic Partners II, L.P.
Common Stock	Disposition	2025-02-19	447,346	$0.00	0	No	4	J	Indirect	By ICONIQ Strategic Partners II-B, L.P.
Common Stock	Disposition	2025-02-19	301,058	$0.00	1,274	No	4	J	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock	Disposition	2025-02-19	1,074	$87.40	200	No	4	S	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock	Disposition	2025-02-19	163,836	$0.00	91,009	No	4	J	Indirect	By ICONIQ Strategic Partners II GP, L.P.
Common Stock	Disposition	2025-02-19	162,696	$0.00	5,074,915	No	4	J	Indirect	By ICONIQ Strategic Partners III, L.P.
Common Stock	Disposition	2025-02-19	173,843	$0.00	5,422,617	No	4	J	Indirect	By ICONIQ Strategic Partners III-B, L.P.
Common Stock	Disposition	2025-02-19	63,461	$0.00	1,979,533	No	4	J	Indirect	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock	Disposition	2025-02-20	200	$82.93	0	No	4	S	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By ICONIQ Strategic Partners II, L.P.
No	4	J	Indirect	By ICONIQ Strategic Partners II-B, L.P.
No	4	J	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
No	4	S	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
No	4	J	Indirect	By ICONIQ Strategic Partners II GP, L.P.
No	4	J	Indirect	By ICONIQ Strategic Partners III, L.P.
No	4	J	Indirect	By ICONIQ Strategic Partners III-B, L.P.
No	4	J	Indirect	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
No	4	S	Indirect	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	22,310	Indirect	By ICONIQ Strategic Partners III GP, L.P.
Common Stock	2,009,823	Indirect	By ICONIQ Strategic Partners IV, L.P.
Common Stock	3,330,058	Indirect	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock	940,443	Indirect	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock	115,070	Indirect	By ICONIQ Strategic Partners V, L.P.
Common Stock	177,265	Indirect	By ICONIQ Strategic Partners V-B, L.P.
Common Stock	857,031	Indirect	By ICONIQ Strategic Partners VI, L.P.
Common Stock	1,069,534	Indirect	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock	2,944,302	Direct

Footnotes

On February 19, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 571,466 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, 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 (excluding 45,399 ICONIQ II Shares to be distributed on a later date), 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").
The shares are held by ICONIQ II.
ICONIQ II GP is the sole general partner of each of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") and ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("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 Strategic Partners III, L.P. ("ICONIQ III"), ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") and ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("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 Strategic Partners IV, L.P. ("ICONIQ IV"), ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").
(continued) 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 Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP.
(continued) Divesh Makan ("Makan") and the Reporting Person are the sole equity holders of each of ICONIQ II Parent GP and ICONIQ III Parent GP. Makan, the Reporting Person and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. 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.
On February 19, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 447,346 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 (excluding 31,498 ICONIQ II-B Shares to be distributed at a later date), 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.
The shares are held by ICONIQ II-B.
On February 19, 2025, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 301,058 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 (excluding 14,112 ICONIQ II Co-Invest Shares to be distributed at a later date), 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.
The shares are held by ICONIQ II Co-Invest.
On February 19, 2025, ICONIQ II GP distributed, for no consideration, in the aggregate 163,836 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ II GP Shares") to certain of its partners, representing each such partner's pro rata interest in such ICONIQ II GP Shares. All of the aforementioned distributions made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
The shares are held by ICONIQ II GP. Represents an aggregate of 91,009 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described herein.
On February 19, 2025, ICONIQ III distributed, for no consideration, in the aggregate 162,696 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners (excluding 11,406 ICONIQ III Shares to be distributed on a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
The shares are held by ICONIQ III.
On February 19, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 173,843 shares of the Issuer's Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners (excluding 10,715 ICONIQ III-B Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
The shares are held by ICONIQ III-B.
On February 19, 2025, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 63,461 shares of the Issuer's Common Stock (the "ICONIQ III Co-Invest Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Co-Invest Shares it received in the distribution by ICONIQ III Co-Invest to its partners (excluding 189 ICONIQ III Co-Invest Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
The shares are held by ICONIQ III Co-Invest.
The shares are held by ICONIQ III GP. Represents an aggregate of 22,310 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein.
The shares are held by ICONIQ IV.
The shares are held by ICONIQ IV-B.
The shares are held by ICONIQ IV Co-Invest.
The shares are held by ICONIQ V.
The shares are held by ICONIQ V-B.
The shares are held by ICONIQ VI.
The shares are held by ICONIQ VI-B.
The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 324,123 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II Co-Invest Shares, ICONIQ II GP Shares, ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest shares received in the distributions described herein. The Reporting Person 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 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.