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Procore Technologies Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:30

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ICONIQ STRATEGIC PARTNERS II, 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 (Month/Day/Year)
11/02/2024

(Street)

SAN FRANCISCO, CA 94105

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/02/2024		J⁽¹⁾		766,624	D	⁽¹⁾	2,297,329	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/02/2024		J⁽⁶⁾		571,596	D	⁽⁶⁾	1,826,864	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	By ICONIQ Strategic Partners II-B, L.P.
Common Stock	11/04/2024		S		28,516	D	$66.542⁽⁸⁾	1,798,348	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	By ICONIQ Strategic Partners II-B, L.P.
Common Stock	11/02/2024		J⁽⁹⁾		284,172	D	⁽⁹⁾	870,692	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	By ICONIQ Strategic Partners II Co-Invest, L.P., P Series
Common Stock								5,237,611	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹¹⁾	By ICONIQ Strategic Partners III, L.P.
Common Stock								5,596,460	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾	By ICONIQ Strategic Partners III-B, L.P.
Common Stock								2,042,994	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Common Stock								2,009,823	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Common Stock								3,330,058	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁵⁾	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock								940,443	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁶⁾	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock								115,070	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁷⁾	By ICONIQ Strategic Partners V, L.P.
Common Stock								177,265	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁸⁾	By ICONIQ Strategic Partners V-B, L.P.
Common Stock								857,031	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹⁹⁾	By ICONIQ Strategic Partners VI, L.P.
Common Stock								1,069,534	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽²⁰⁾	By ICONIQ Strategic Partners VI-B, L.P.
Common Stock								2,353,151⁽²¹⁾	I⁽²¹⁾	By Divesh Makan
Common Stock								725,906⁽²²⁾	I⁽²²⁾	By Matthew Jacobson

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number.	SEC 1474 (9-02)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	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, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
ICONIQ Strategic Partners II Co-Invest, L.P., P Series C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
Makan Divesh C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X
Jacobson Matthew C/O ICONIQ CAPITAL 50 BEALE ST., STE. 2300 SAN FRANCISCO, CA 94105		X

Signatures

ICONIQ Strategic Partners II, L.P., By: 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	11/05/2024
^**Signature of Reporting Person	Date
ICONIQ Strategic Partners II-B, L.P., By: 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	11/05/2024
^**Signature of Reporting Person	Date
ICONIQ Strategic Partners II Co-Invest, L.P., P Series, By: 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	11/05/2024
^**Signature of Reporting Person	Date
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	11/05/2024
^**Signature of Reporting Person	Date
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	11/05/2024
^**Signature of Reporting Person	Date
Divesh Makan, /s/ Divesh Makan	11/05/2024
^**Signature of Reporting Person	Date
Matthew Jacobson, /s/ Matthew Jacobson	11/05/2024
^**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	On November 2, 2024, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 766,624 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners GP II, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were 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)	The shares are held by ICONIQ II.
(3)	ICONIQ II GP is the sole general partner of each of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") and ICONIQ Strategic Partners II Co-Invest, L.P., P Series ("ICONIQ II Co-Invest"). 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").
(4)	(continued) ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. 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.
(5)	(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 GP V, 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.
(6)	On November 2, 2024, ICONIQ II-B distributed, for no consideration, in the aggregate 571,596 shares of the Issuer's Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
(7)	The shares are held by ICONIQ II-B.
(8)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.23 to $67.03. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(9)	On November 2, 2024, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 284,172 shares of the Issuer's Common Stock (the "ICONIQ II Co-Invest Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Co-Invest Shares it received in the distribution by ICONIQ II Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ II Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
(10)	The shares are held by ICONIQ II Co-Invest.
(11)	The shares are held by ICONIQ III.
(12)	The shares are held by ICONIQ III-B.
(13)	The shares are held by ICONIQ III Co-Invest.
(14)	The shares are held by ICONIQ IV.
(15)	The shares are held by ICONIQ IV-B.
(16)	The shares are held by ICONIQ IV Co-Invest.
(17)	The shares are held by ICONIQ V.
(18)	The shares are held by ICONIQ V-B.
(19)	The shares are held by ICONIQ VI.
(20)	The shares are held by ICONIQ VI-B.
(21)	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 197,248 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (6) and (9) above. 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.
(22)	The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 58,642 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described in footnotes (1), (6) and (9) above. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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