ICONIQ Strategic Partners II TT GP Form 3 PROCORE / Strategic Partners II Co-Invest, L.P., P Series ICONIQ 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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OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL,

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	3,165	D⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Common Stock	3,382	I⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III-B, L.P.
Common Stock	1,725,297	I⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Common Stock	2,858,628	I⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Common Stock	10,835	I⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P
Common Stock	16,664	I⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners V, L.P.
Common Stock	25,671	I⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners V-B, L.P.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	768,295	⁽¹⁵⁾	D⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Series A Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	820,933	⁽¹⁵⁾	I⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III-B, L.P.
Series A Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	347,241	⁽¹⁵⁾	I⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Series B Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	900,050	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series B Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	704,557	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series B Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	2,210,959	⁽¹⁵⁾	D⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Series B Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	2,362,440	⁽¹⁵⁾	I⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III-B, L.P.
Series B Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,634,234	⁽¹⁵⁾	I⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Series C Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	11,552	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series C Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	9,043	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series C Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	178,343	⁽¹⁵⁾	D⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Series C Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	190,563	⁽¹⁵⁾	I⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III-B, L.P.
Series C Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	61,519	⁽¹⁵⁾	I⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series P
Series D Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	145,868	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series D Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	114,186	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series E Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	5,624,684	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series E Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	4,402,992	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series F Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	5,583,040	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series F Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	4,370,392	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series F Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	4,769,769	⁽¹⁵⁾	I⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II Co-Invest, L.P., Series P
Series G Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	602,424	⁽¹⁵⁾	I⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II, L.P.
Series G Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	471,577	⁽¹⁵⁾	I⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners II-B, L.P.
Series G Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	2,076,849	⁽¹⁵⁾	D⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Series G Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	2,219,142	⁽¹⁵⁾	I⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners III-B, L.P.
Series H-1 Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	87,716	⁽¹⁵⁾	I⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Series H-1 Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	145,336	⁽¹⁵⁾	I⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Series I Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	196,810	⁽¹⁵⁾	I⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Series I Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	326,094	⁽¹⁵⁾	I⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Series I Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	929,608	⁽¹⁵⁾	I⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL,

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II Co-Invest, L.P., P Series

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

2. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

3. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

4. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

5. The shares are held by ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest").

6. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

7. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

8. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest").

9. The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").

10. The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

11. The shares are held by ICONIQ Strategic Partners II Co-Invest, L.P., Series P ("ICONIQ II Co-Invest").

12. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP") is the sole general partner of each of ICONIQ II, ICONIQ II-B and 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 III, ICONIQ III-B and 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 IV, ICONIQ IV-B and ICONIQ IV Co-Invest. 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.

13. (Continued from Footnote 12) ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. 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 and ICONIQ V Parent GP.

14. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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.

15. Each 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 G Preferred Stock, Series H-1 Preferred Stock and Series I Preferred Stock is convertible at the option of the holder into Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of preferred stock will automatically convert into Common Stock.

Remarks:

This Form 3 is the first of three Forms 3 being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P.

	ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners III Co-Invest, L.P., Series P, By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	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: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	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: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners II Co-Invest, L.P., Series P, By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	05/19/2021
	ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	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).
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ICONIQ Strategic Partners II TT GP Form 3PROCORE / Strategic Partners II Co-Invest, L.P., P Series ICONIQ ownership change