Sec Form 3 Filing - O CONNOR KEVIN J @ 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 O CONNOR KEVIN J 2. Issuer Name and Ticker or Trading Symbol PROCORE TECHNOLOGIES, INC. [ PCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PROCORE TECHNOLOGIES, INC., 6309 CARPINTERIA AVE 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (Street) CARPINTERIA, CA93013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 3,050 ( 1 ) D

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 $ 0 ( 2 ) ( 2 ) Common Stock 804,841 D Series B Preferred Stock $ 0 ( 3 ) ( 3 ) Common Stock 194,173 D Series C Preferred Stock $ 0 ( 4 ) ( 4 ) Common Stock 610,000 D Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 166,667 I See footnote ( 5 ) Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 166,667 I See footnote ( 6 ) Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 100,000 I See footnote ( 7 ) Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 54,378 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O CONNOR KEVIN J C/O PROCORE TECHNOLOGIES, INC. 6309 CARPINTERIA AVE CARPINTERIA, CA93013 X Signatures /s/ Benjamin C. Singer, Attorney-in-fact 05/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,050 shares issuable on settlement of restricted stock units ("RSUs"). The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"), and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied with respect to 100% of the shares on February 20, 2022, assuming continued service through such date. The Liquidity Event Condition will be satisfied upon the first to occur: (1) a Change in Control and (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock. ( 2 )The Series A Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to theconsummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of common stockof the Issuer. ( 3 )The Series B Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of common stock of the Issuer. ( 4 )The Series C Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will automatically convert into shares of common stock of the Issuer. ( 5 )The shares are held by the Kevin O'Connor 2021 GRAT. ( 6 )The shares are held by the Nancy Zink O'Connor 2020 GRAT, for which the reporting person is the trustee. ( 7 )The shares are held by the 2012 O'Connor Family Irrevocable Trust dtd 12/14/2012 The GS Trust Co. of Delaware, Trustee ( 8 )Joan V. O'Connor and Kevin O'Connor, as Co-Trustee of the Joan V. O'Connor Living Trust dated May 16, 2006, as amended and restated.

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).

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