Iconiq Strategic Partners II, L.P. - Feb 19, 2025 Form 4 Insider Report for PROCORE TECHNOLOGIES, INC. (PCOR)

Role
10%+ Owner
Signature
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
Stock symbol
PCOR
Transactions as of
Feb 19, 2025
Transactions value $
-$110,454
Form type
4
Date filed
2/21/2025, 04:30 PM
Previous filing
Dec 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PCOR Common Stock Other -571K -100% 0 Feb 19, 2025 Direct F1, F2, F3, F4, F5
transaction PCOR Common Stock Other -447K -100% 0 Feb 19, 2025 By ICONIQ Strategic Partners II-B, L.P. F3, F4, F5, F6, F7
transaction PCOR Common Stock Other -301K -99.58% 1.27K Feb 19, 2025 By ICONIQ Strategic Partners II Co-Invest, L.P., P Series F3, F4, F5, F8, F9
transaction PCOR Common Stock Sale -$93.9K -1.07K -84.3% $87.40 200 Feb 19, 2025 By ICONIQ Strategic Partners II Co-Invest, L.P., P Series F3, F4, F5, F9
transaction PCOR Common Stock Other -164K -64.29% 91K Feb 19, 2025 By ICONIQ Strategic Partners II GP, L.P. F3, F4, F5, F10, F11
transaction PCOR Common Stock Other -163K -3.11% 5.07M Feb 19, 2025 By ICONIQ Strategic Partners III, L.P. F3, F4, F5, F12, F13
transaction PCOR Common Stock Other -174K -3.11% 5.42M Feb 19, 2025 By ICONIQ Strategic Partners III-B, L.P. F3, F4, F5, F14, F15
transaction PCOR Common Stock Other -63.5K -3.11% 1.98M Feb 19, 2025 By ICONIQ Strategic Partners III Co-Invest, L.P., Series P F3, F4, F5, F16, F17
transaction PCOR Common Stock Sale -$16.6K -200 -100% $82.93 0 Feb 20, 2025 By ICONIQ Strategic Partners II Co-Invest, L.P., P Series F3, F4, F5, F9
holding PCOR Common Stock 22.3K Feb 19, 2025 By ICONIQ Strategic Partners III GP, L.P. F3, F4, F5, F18, F19
holding PCOR Common Stock 2.01M Feb 19, 2025 By ICONIQ Strategic Partners IV, L.P. F3, F4, F5, F19
holding PCOR Common Stock 3.33M Feb 19, 2025 By ICONIQ Strategic Partners IV-B, L.P. F3, F4, F5, F20
holding PCOR Common Stock 940K Feb 19, 2025 By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P F3, F4, F5, F21
holding PCOR Common Stock 115K Feb 19, 2025 By ICONIQ Strategic Partners V, L.P. F3, F4, F5, F22
holding PCOR Common Stock 177K Feb 19, 2025 By ICONIQ Strategic Partners V-B, L.P. F3, F4, F5, F23
holding PCOR Common Stock 857K Feb 19, 2025 By ICONIQ Strategic Partners VI, L.P. F3, F4, F5, F24
holding PCOR Common Stock 1.07M Feb 19, 2025 By ICONIQ Strategic Partners VI-B, L.P. F3, F4, F5, F25
holding PCOR Common Stock 2.73M Feb 19, 2025 By Divesh Makan F26
holding PCOR Common Stock 876K Feb 19, 2025 By Matthew Jacobson F27
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 19, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 571,466 shares of the Issuer's Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, 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 (excluding 45,399 ICONIQ II Shares to be distributed on a later date), 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").
F2 The shares are held by ICONIQ II.
F3 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").
F4 (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.
F5 (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.
F6 On February 19, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 447,346 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 (excluding 31,498 ICONIQ II-B Shares to be distributed at a later date), 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.
F7 The shares are held by ICONIQ II-B.
F8 On February 19, 2025, ICONIQ II Co-Invest distributed, for no consideration, in the aggregate 301,058 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 (excluding 14,112 ICONIQ II Co-Invest Shares to be distributed at a later date), 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.
F9 The shares are held by ICONIQ II Co-Invest.
F10 On February 19, 2025, ICONIQ II GP distributed, for no consideration, in the aggregate 163,836 shares of the Issuer's Common Stock received in prior distributions (the "ICONIQ II GP Shares") to certain of its partners, representing each such partner's pro rata interest in such ICONIQ II GP Shares. All of the aforementioned distributions made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
F11 The shares are held by ICONIQ II GP. Represents an aggregate of 91,009 ICONIQ II Shares, ICONIQ II-B Shares and ICONIQ II Co-Invest Shares received in the distributions described herein.
F12 On February 19, 2025, ICONIQ III distributed, for no consideration, in the aggregate 162,696 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners (excluding 11,406 ICONIQ III Shares to be distributed on a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
F13 The shares are held by ICONIQ III.
F14 On February 19, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 173,843 shares of the Issuer's Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners (excluding 10,715 ICONIQ III-B Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
F15 The shares are held by ICONIQ III-B.
F16 On February 19, 2025, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 63,461 shares of the Issuer's Common Stock (the "ICONIQ III Co-Invest Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Co-Invest Shares it received in the distribution by ICONIQ III Co-Invest to its partners (excluding 189 ICONIQ III Co-Invest Shares to be distributed at a later date), representing each such partner's pro rata interest in such ICONIQ III 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.
F17 The shares are held by ICONIQ III Co-Invest.
F18 The shares are held by ICONIQ III GP. Represents an aggregate of 22,310 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein.
F19 The shares are held by ICONIQ IV.
F20 The shares are held by ICONIQ IV-B.
F21 The shares are held by ICONIQ IV Co-Invest.
F22 The shares are held by ICONIQ V.
F23 The shares are held by ICONIQ V-B.
F24 The shares are held by ICONIQ VI.
F25 The shares are held by ICONIQ VI-B.
F26 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 46,881 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II Co-Invest Shares, ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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.
F27 The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 53,838 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II Co-Invest Shares, ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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.

Remarks:

Form 1 of 2: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into two filings to account for the number of Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners II, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein.