Sec Form 3 Filing - ICONIQ Strategic Partners III, L.P. @ PROCORE TECHNOLOGIES, INC. - 2021-05-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ICONIQ Strategic Partners III, L.P. 2. Issuer Name and Ticker or Trading Symbol PROCORE TECHNOLOGIES, INC. [ PCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICONIQ CAPITAL,, 394 PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 3,165 D ( 1 ) ( 12 ) ( 13 ) ( 14 ) Common Stock 3,382 I ( 2 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III-B, L.P. Common Stock 1,725,297 I ( 3 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV, L.P. Common Stock 2,858,628 I ( 4 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV-B, L.P. Common Stock 10,835 I ( 5 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P Common Stock 16,664 I ( 6 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners V, L.P. Common Stock 25,671 I ( 7 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners V-B, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 768,295 D ( 1 ) ( 12 ) ( 13 ) ( 14 ) Series A Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 820,933 I ( 2 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III-B, L.P. Series A Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 347,241 I ( 8 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series B Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 900,050 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series B Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 704,557 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series B Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 2,210,959 D ( 1 ) ( 12 ) ( 13 ) ( 14 ) Series B Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 2,362,440 I ( 2 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III-B, L.P. Series B Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 1,634,234 I ( 8 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series C Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 11,552 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series C Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 9,043 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series C Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 178,343 D ( 1 ) ( 12 ) ( 13 ) ( 14 ) Series C Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 190,563 I ( 2 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III-B, L.P. Series C Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 61,519 I ( 8 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III Co-Invest, L.P., Series P Series D Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 145,868 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series D Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 114,186 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series E Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 5,624,684 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series E Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 4,402,992 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series F Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 5,583,040 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series F Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 4,370,392 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series F Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 4,769,769 I ( 11 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II Co-Invest, L.P., Series P Series G Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 602,424 I ( 9 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II, L.P. Series G Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 471,577 I ( 10 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners II-B, L.P. Series G Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 2,076,849 D ( 1 ) ( 12 ) ( 13 ) ( 14 ) Series G Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 2,219,142 I ( 2 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners III-B, L.P. Series H-1 Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 87,716 I ( 3 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV, L.P. Series H-1 Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 145,336 I ( 4 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV-B, L.P. Series I Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 196,810 I ( 3 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV, L.P. Series I Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 326,094 I ( 4 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV-B, L.P. Series I Preferred Stock ( 15 ) ( 15 ) ( 15 ) Common Stock 929,608 I ( 5 ) ( 12 ) ( 13 ) ( 14 ) By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II Co-Invest, L.P., P Series C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners III Co-Invest, L.P., Series P, By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date 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: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II Co-Invest, L.P., Series P, By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 05/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 2 )The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ( 3 )The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). ( 4 )The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). ( 5 )The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). ( 6 )The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). ( 7 )The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ( 8 )The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest"). ( 9 )The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). ( 10 )The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). ( 11 )The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest"). ( 12 )ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and 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 III, ICONIQ III-B and 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 IV, ICONIQ IV-B and ICONIQ IV Co-Invest. 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. ( 13 )(Continued from Footnote 12) ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. 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 and ICONIQ V Parent GP. ( 14 )Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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. ( 15 )Each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H-1 Preferred Stock and Series I Preferred Stock is convertible at the option of the holder into Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of preferred stock will automatically convert into Common Stock.

Remarks: This Form 3 is the first of three Forms 3 being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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