Sec Form 3 Filing - Feinstein Brian @ 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 Feinstein Brian 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 0 ( 1 ) I See footnote ( 1 ) ( 2 )

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 ( 3 ) ( 3 ) Common Stock 0 ( 3 ) I ( 3 ) See footnote ( 2 ) ( 3 ) Series B Preferred Stock $ 0 ( 4 ) ( 4 ) Common Stock 0 ( 4 ) I ( 4 ) See footnote ( 2 ) ( 4 ) Series C Preferred Stock $ 0 ( 5 ) ( 5 ) Common Stock 0 ( 5 ) I ( 5 ) See footnote ( 2 ) ( 5 ) Series D Preferred Stock $ 0 ( 6 ) ( 6 ) Common Stock 0 ( 6 ) I ( 6 ) See footnote ( 2 ) ( 6 ) Series E Preferred Stock $ 0 ( 7 ) ( 7 ) Common Stock 0 ( 7 ) I ( 7 ) See footnote ( 2 ) ( 7 ) Series F Preferred Stock $ 0 ( 8 ) ( 8 ) Common Stock 0 ( 8 ) I ( 8 ) See footnote ( 2 ) ( 8 ) Series H-1 Preferred Stock $ 0 ( 9 ) ( 9 ) Common Stock 0 ( 9 ) I ( 9 ) See footnote ( 2 ) ( 9 ) Series I Preferred Stock $ 0 ( 10 ) ( 10 ) Common Stock 0 ( 10 ) I ( 10 ) See footnote ( 2 ) ( 10 )

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

Explanation of Responses:

( 1 )As of the date hereof 1,664 shares are held by Bessemer Venture Partners VIII L.P. ("BVP VIII"), 2,001 shares are held by Bessemer Venture Partners VIIIInstitutional L.P. ("BVP VIII Inst"), 586,082 shares are held by Bessemer Venture Partners PR, L.P. ("BVP PR") and 12,722 shares are held by 15Angels II LLC ("15 Angels", and together with BVP VIII, BVP VIII Inst and BVP PR, the "Funds"). ( 2 )The Reporting Person is a director of Deer X & Co. Ltd. ("Deer X Ltd.") which is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of Bessemer Venture Partners PR L.P. ("BVP PR"). Additionally, the Reporting Person has a passive economic interest in the shares held by 15 Angels, BVP VIII and BVP VIII Inst. (BVP VIII Inst. together with 15 Angels and BVP VIII, the "VIII Funds") through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer VIII L.P."), the general partner of the VIII Funds. The Reporting Person disclaims beneficial ownership of the securities held by BVP PR and the VIII Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd. and Deer X LP and his indirect interest in the VIII Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 3 )The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 176,125 shares held by BVP VIII, 211,816 shares held by BVP VIII Inst and 192,515 shares held by BVP PR. ( 4 )The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 81,097 shares held by BVP VIII, 97,530 shares held by BVP VIII Inst and 169,127 shares held by BVP PR. ( 5 )The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 60,827 shares held by BVP VIII and 73,153 shares held by BVP VIII Inst. ( 6 )The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 5,551,416 shares held by BVP VIII and 6,325,093 shares held by BVP VIII Inst. ( 7 )The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 714,403 shares held by BVP VIII and 1,095,022 shares held by BVP VIII Inst. ( 8 )The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completionof the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer.As of the date hereof, 349,643 shares held by BVP VIII and 535,924 shares held by BVP VIII Inst. ( 9 )The Series H-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to thecompletion of the Issuer's initial public offering, all shares of Series H-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. as of the date hereof, 78,388 shares are held by 15 Angels. ( 10 )The Series I Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion ofthe Issuer's initial public offering, all shares of Series I Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof 119,898 shares held by BVP VIII, 144,195 shares held by BVP VIII Inst and 132,046 shares held by 15 Angels.

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).

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