Dennis Lyandres - May 19, 2021 Form 3 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role: Chief Revenue Officer
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, 09:09 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						642K	May 19, 2021	Direct	F1, F2

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	Stock Option (Right to Buy)							May 19, 2021	Common Stock	98.7K	$12.22	Direct	F3
holding	PCOR	Stock Option (Right to Buy)							May 19, 2021	Common Stock	71.9K	$21.32	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Include 67,774 shares issuable on settlement of restricted stock units ("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.
F2	Includes 164,799 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, 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	The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of July 1, 2017, subject to continued service through each applicable vesting date.
F4	The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of October 16, 2018, subject to continued service through each applicable vesting date.