Sec Form 3 Filing - Bessemer Venture Partners VIII L.P. @ PROCORE TECHNOLOGIES, INC. - 2021-05-19

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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
Bessemer Venture Partners VIII 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 BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2021
(Street)
LARCHMONT, NY10538
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 602,469 ( 1 ) I See footnote ( 1 ) ( 2 ) ( 3 )
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 ( 4 ) ( 4 ) Common Stock 580,456 I ( 4 ) See footnote ( 2 ) ( 3 ) ( 4 )
Series B Preferred Stock $ 0 ( 5 ) ( 5 ) Common Stock 347,754 I ( 5 ) See footnote ( 2 ) ( 3 ) ( 5 )
Series C Preferred Stock $ 0 ( 6 ) ( 6 ) Common Stock 133,980 I ( 6 ) See footnote ( 2 ) ( 3 ) ( 6 )
Series D Preferred Stock $ 0 ( 7 ) ( 7 ) Common Stock 11,876,509 I ( 7 ) See footnote ( 2 ) ( 3 ) ( 7 )
Series E Preferred Stock $ 0 ( 8 ) ( 8 ) Common Stock 1,809,425 I ( 8 ) See footnote ( 2 ) ( 3 ) ( 8 )
Series F Preferred Stock $ 0 ( 9 ) ( 9 ) Common Stock 885,567 I ( 9 ) See footnote ( 2 ) ( 3 ) ( 9 )
Series H-1 Preferred Stock $ 0 ( 10 ) ( 10 ) Common Stock 78,388 I ( 10 ) See footnote ( 2 ) ( 3 ) ( 10 )
Series I Preferred Stock $ 0 ( 11 ) ( 11 ) Common Stock 396,139 I ( 11 ) See footnote ( 2 ) ( 3 ) ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bessemer Venture Partners VIII L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Bessemer Venture Partners VIII Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Bessemer Venture Partners PR, L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
15 Angels II LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Deer VIII & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Deer VIII & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Deer X & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Deer X & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY10538
X
Signatures
/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners PR L.P. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, Authorized Person of 15 Angels II LLC 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd, the general partner of Deer VIII & Co L.P. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd. 05/19/2021
Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd, the general partner of Deer X & Co LP 05/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,664 shares held by Bessemer Venture Partners VIII L.P. ("BVP VIII"), 2,001 shares held by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 586,082 shares held by Bessemer Venture Partners PR, L.P. ("BVP PR") and 12,722 shares held by 15 Angels II LLC ("15 Angels", and together with BVP VIII, BVP VIII Inst and BVP PR, the "Funds").
( 2 )Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer VIII L.P."), which is the general partner of BVP VIII, BVP Inst. and 15 Angels. Deer VIII Ltd. and Deer VIII L.P. disclaim beneficial ownership of the securities held by BVP VIII, BVP VIII Inst and 15 Angels, and this report shall not be deemed an admission that Deer VIII Ltd. and Deer VIII L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in BVP VIII, BVP VIII Inst and 15 Angels.
( 3 )Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of BVP PR. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by BVP PR, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interest in BVP PR.
( 4 )The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 176,125 shares held by BVP VIII, 211,816 shares held by BVP VIII Inst and 192,515 shares held by BVP PR.
( 5 )The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 81,097 shares held by BVP VIII, 97,530 shares held by BVP VIII Inst and 169,127 shares held by BVP PR.
( 6 )The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 60,827 shares held by BVP VIII and 73,153 shares held by BVP VIII Inst.
( 7 )The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 5,551,416 shares held by BVP VIII and 6,325,093 shares held by BVP VIII Inst.
( 8 )The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 714,403 shares held by BVP VIII and 1,095,022 shares held by BVP VIII Inst.
( 9 )The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 349,643 shares held by BVP VIII and 535,924 shares held by BVP VIII Inst.
( 10 )The Series H-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion 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. Shares are held by 15 Angels.
( 11 )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 of the Issuer's initial public offering, all shares of Series I Preferred Stock will be converted into shares of Common Stock of the Issuer. Includes 119,898 shares held by BVP VIII, 144,195 shares held by BVP VIII Inst and 132,046 shares held by 15 Angels.

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