Smith Graham Form 3 PROCORE / GRAHAM SMITH ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

SMITH GRAHAM

(Last) (First) (Middle)

C/O PROCORE TECHNOLOGIES, INC.

6309 CARPINTERIA AVE

(Street)

CARPINTERIA CA 93013

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2021

3. Issuer Name and Ticker or Trading Symbol
PROCORE TECHNOLOGIES, INC. [ PCOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	77,210(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 3,050 shares issuable on settlement of restricted stock units ("RSUs"). The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"), and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied with respect to 100% of the shares on February 20, 2022, assuming continued service through such date. The Liquidity Event Condition will be satisfied upon the first to occur: (1) a Change in Control and (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.

2. Includes 74,160 shares issuable on settlement of RSUs. The RSUs have two different vesting conditions, both of which must be met in order for any RSUs to vest and settle in shares of the Issuer's common stock: (i) a service-based vesting condition (the "Service-Based Condition"); and (ii) a liquidity event vesting condition (the "Liquidity Event Condition"). The Service-Based Condition will be satisfied as follows: 1/4th of the RSUs shall vest on February 20th of each year beginning on February 20, 2021, assuming Participant's continued service through each such date. The Liquidity Event Condition will be satisfied upon the first to occur of: (1) a Change in Control or (2) the effective date of a registration statement for an initial public offering of the Issuer's common stock.

Remarks:

	/s/ Benjamin C. Singer, Attorney-in-fact	05/19/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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