Iconiq Strategic Partners II, L.P. - May 6, 2024 Form 4 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role: 10%+ Owner
Signature: ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster
Stock symbol: PCOR
Transactions as of: May 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/8/2024, 04:15 PM
Previous filing: Feb 23, 2024
Next filing: May 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	PCOR	Common Stock	Other	-697K	-13.52%	4.46M	May 6, 2024	Direct	F1, F2, F3, F4, F5
transaction	PCOR	Common Stock	Other	-545K	-13.52%	3.49M	May 6, 2024	By ICONIQ Strategic Partners II-B, L.P.	F3, F4, F5, F6, F7
transaction	PCOR	Common Stock	Other	-258K	-13.38%	1.67M	May 6, 2024	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series	F3, F4, F5, F8, F9
holding	PCOR	Common Stock				5.24M	May 6, 2024	By ICONIQ Strategic Partners III, L.P.	F3, F4, F5, F10
holding	PCOR	Common Stock				5.6M	May 6, 2024	By ICONIQ Strategic Partners III-B, L.P.	F3, F4, F5, F11
holding	PCOR	Common Stock				2.04M	May 6, 2024	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P	F3, F4, F5, F12
holding	PCOR	Common Stock				2.01M	May 6, 2024	By ICONIQ Strategic Partners IV, L.P.	F3, F4, F5, F13
holding	PCOR	Common Stock				3.33M	May 6, 2024	By ICONIQ Strategic Partners IV-B, L.P.	F3, F4, F5, F14
holding	PCOR	Common Stock				940K	May 6, 2024	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P	F3, F4, F5, F15
holding	PCOR	Common Stock				115K	May 6, 2024	By ICONIQ Strategic Partners V, L.P.	F3, F4, F5, F16
holding	PCOR	Common Stock				177K	May 6, 2024	By ICONIQ Strategic Partners V-B, L.P.	F3, F4, F5, F17
holding	PCOR	Common Stock				857K	May 6, 2024	By ICONIQ Strategic Partners VI, L.P.	F3, F4, F5, F18
holding	PCOR	Common Stock				1.07M	May 6, 2024	By ICONIQ Strategic Partners VI-B, L.P.	F3, F4, F5, F19
holding	PCOR	Common Stock				1.86M	May 6, 2024	By Divesh Makan	F20
holding	PCOR	Common Stock				580K	May 6, 2024	By Matthew Jacobson	F21

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

Explanation of Responses:

Id	Content
F1	On May 6, 2024, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 696,548 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners GP II, 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, 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").
F2	The shares are held by ICONIQ II.
F3	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").
F4	(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.
F5	(continued) Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ II Parent GP and ICONIQ III Parent GP. Makan, Griffith 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. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ GP V, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F6	On May 6, 2024, ICONIQ II-B distributed, for no consideration, in the aggregate 545,256 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, 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.
F7	The shares are held by ICONIQ II-B.
F8	On May 6, 2024, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 258,196 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, 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.
F9	The shares are held by ICONIQ II Co-Invest.
F10	The shares are held by ICONIQ III.
F11	The shares are held by ICONIQ III-B.
F12	The shares are held by ICONIQ III Co-Invest.
F13	The shares are held by ICONIQ IV.
F14	The shares are held by ICONIQ IV-B.
F15	The shares are held by ICONIQ IV Co-Invest.
F16	The shares are held by ICONIQ V.
F17	The shares are held by ICONIQ V-B.
F18	The shares are held by ICONIQ VI.
F19	The shares are held by ICONIQ VI-B.
F20	The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 148,773 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (6) and (8) above. Makan 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 Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F21	The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 43,751 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (6) and (8) above. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.