Sec Form 4 Filing - Feinstein Brian @ PROCORE TECHNOLOGIES, INC. - 2021-05-24

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

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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) 05/24/2021 (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 05/24/2021 C 0 ( 1 ) A 0 ( 3 ) I See footnote ( 3 ) ( 4 )

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 ( 2 ) 05/24/2021 C 0 ( 5 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 5 ) $ 0 0 I See footnote ( 4 ) ( 5 ) Series B Preferred Stock ( 2 ) 05/24/2021 C 0 ( 6 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 6 ) $ 0 0 I See footnote ( 4 ) ( 6 ) Series C Preferred Stock ( 2 ) 05/24/2021 C 0 ( 7 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 7 ) $ 0 0 I See footnote ( 4 ) ( 7 ) Series D Preferred Stock ( 2 ) 05/24/2021 C 0 ( 8 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 8 ) $ 0 0 I See footnote ( 4 ) ( 8 ) Series E Preferred Stock ( 2 ) 05/24/2021 C 0 ( 9 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 9 ) $ 0 0 I See footnote ( 2 ) ( 9 ) Series F Preferred Stock ( 2 ) 05/24/2021 C 0 ( 10 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 10 ) $ 0 0 I See footnote ( 4 ) ( 10 ) Series H-1 Preferred Stock ( 2 ) 05/24/2021 C 0 ( 11 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 11 ) $ 0 0 I See footnote ( 4 ) ( 11 ) Series I Preferred Stock ( 2 ) 05/24/2021 C 0 ( 12 ) ( 2 ) ( 2 ) Common Stock 0 ( 2 ) ( 12 ) $ 0 0 I See footnote ( 4 ) ( 12 )

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 C. Singer, Attorney-in-fact 05/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 7,053,409 shares received by Bessemer Venture Partners VIII, L.P. ("BVP VIII"), 8,482,733 shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 361,642 shares received by Bessemer Venture Partners PR, L.P. ("BVP PR") and 210,434 shares received by 15 Angels II LLC ("15 Angels") upon conversion 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 H-1 Preferred Stock and Series I Preferred Stock (collectively the "Preferred Stock") upon closing of the Issuer's initial public offering. ( 2 )The Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. ( 3 )Following the reported transaction, 7,055,073 shares are held by BVP VIII, 8,484,734 shares are held by BVP VIII Inst, 947,724 shares are held by BVP PR and 223,156 shares are held by 15 Angels. ( 4 )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 A ngels 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. ( 5 )Prior to the closing, BVP VIII owned 176,125 shares, BVP VIII Inst owned 211,816 shares and BVP PR owned 192,515 shares of the Series A Preferred Stock. ( 6 )Prior to the closing, BVP VIII owned 81,097 shares, BVP VIII Inst owned 97,530 shares and BVP PR owned 169,127 shares of the Series B Preferred Stock. ( 7 )Prior to the closing, BVP VIII owned 60,827 shares and BVP VIII Inst owned 73,153 shares of the Series C Preferred Stock. ( 8 )Prior to the closing, BVP VIII owned 5,551,416 shares and BVP VIII Inst owned 6,325,093 shares of the Series D Preferred Stock. ( 9 )Prior to the closing, BVP VIII owned 714,403 shares and BVP VIII Inst owned 1,095,022 shares of the Series E Preferred Stock. ( 10 )Prior to the closing, BVP VIII owned 349,643 shares and BVP VIII Inst owned 535,924 shares of the Series F Preferred Stock. ( 11 )Prior to the closing, 15 Angels owned 78,388 shares of the Series H-1 Preferred Stock. ( 12 )Prior to the closing, BVP VIII owned 119,898 shares, BVP VIII Inst owned 144,195 shares and 15 Angels owned 132,046 shares of the Series I Preferred Stock.

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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