Sec Form 4 Filing - ICONIQ Strategic Partners II GP, L.P. @ PROCORE TECHNOLOGIES, INC. - 2025-05-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ICONIQ Strategic Partners II GP, 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, 50 BEALE ST., STE. 2300
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2025
(Street)
SAN FRANCISCO, CA94105
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 05/22/2025 J( 1 ) 91,009 D 0 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners II GP, L.P.
Common Stock 05/22/2025 J( 5 ) 22,310 D 0 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III GP, L.P.
Common Stock 5,074,915 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III, L.P.
Common Stock 5,422,617 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III-B, L.P.
Common Stock 1,979,533 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock 2,009,823 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners IV, L.P.
Common Stock 3,330,058 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners IV-B, L.P.
Common Stock 940,443 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock 115,070 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners V, L.P.
Common Stock 177,265 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners V-B, L.P.
Common Stock 857,031 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners VI, L.P.
Common Stock 1,069,534 I ( 2 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners VI-B, L.P.
Common Stock 2,840,841 ( 6 ) I ( 6 ) By Divesh Makan
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICONIQ Strategic Partners II GP, L.P.
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA94105
X
ICONIQ Strategic Partners II TT GP, Ltd
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA94105
X
ICONIQ Strategic Partners III GP, L.P.
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA94105
X
ICONIQ Strategic Partners III TT GP, Ltd.
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA94105
X
Makan Divesh
C/O ICONIQ CAPITAL
50 BEALE ST., STE. 2300
SAN FRANCISCO, CA94105
X
Signatures
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 06/17/2025
Signature of Reporting Person Date
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 06/17/2025
Signature of Reporting Person Date
ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partne rs III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 06/17/2025
Signature of Reporting Person Date
ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 06/17/2025
Signature of Reporting Person Date
Divesh Makan, /s/ Divesh Makan 06/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 22, 2025, ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") distributed, for no consideration, in the aggregate 91,009 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ II GP Shares") to its limited partner, representing such partner's pro rata interest in such ICONIQ II GP Shares. The aforementioned distributions was 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").
( 2 )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"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP.
( 3 )(continued) 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.
( 4 )(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 V GP, 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.
( 5 )On May 22, 2025, ICONIQ III GP distributed, for no consideration, in the aggregate 22,310 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ III GP Shares") to its limited partner, representing such partner's pro rata interest in such ICONIQ II GP Shares. The aforementioned distributions was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
( 6 )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 113,319 ICONIQ II GP Shares and ICONIQ III GP Shares received in the distributions described herein. 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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.