Home/Filings/4/0001193125-25-286224

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Makan Divesh 4

Accession 0001193125-25-286224

CIK 0001611052other

View on SEC.gov Company Profile

Filed

Nov 17, 7:00 PM ET

Accepted

Nov 18, 4:30 PM ET

Size

33.1 KB

Accession

0001193125-25-286224

Insider Transaction Report

Form 4

Period: 2025-11-14

PROCORE TECHNOLOGIES, INC.PCOR

ICONIQ Strategic Partners III-B, L.P.

10% Owner

Transactions

Other
Common Stock
2025-11-14−813,479→ 3,447,957 total
Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By Divesh Makan)
2,840,841
Common Stock
(indirect: By Matthew Jacobson)
1,044,980
Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265

ICONIQ Strategic Partners III GP, L.P.

10% Owner

Transactions

Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−813,479→ 3,447,957 total
Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By Divesh Makan)
2,840,841
Common Stock
(indirect: By Matthew Jacobson)
1,044,980
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031

ICONIQ Strategic Partners III TT GP, Ltd.

10% Owner

Transactions

Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−813,479→ 3,447,957 total
Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By Divesh Makan)
2,840,841
Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By Matthew Jacobson)
1,044,980

Makan Divesh

10% Owner

Transactions

Other
Common Stock
2025-11-14−813,479→ 3,447,957 total
Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By Matthew Jacobson)
1,044,980
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By Divesh Makan)
2,840,841

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

10% Owner

Transactions

Other
Common Stock
2025-11-14−813,479→ 3,447,957 total
Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By Divesh Makan)
2,840,841
Common Stock
(indirect: By Matthew Jacobson)
1,044,980

Jacobson Matthew

10% Owner

Transactions

Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−813,479→ 3,447,957 total

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By Matthew Jacobson)
1,044,980
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073
Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By Divesh Makan)
2,840,841

ICONIQ Strategic Partners III, L.P.

10% Owner

Transactions

Other
Common Stock
2025-11-14−869,213→ 3,684,190 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
Other
Common Stock
2025-11-14−317,308→ 1,344,918 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series P)
Other
Common Stock
2025-11-14−813,479→ 3,447,957 total

Holdings

Common Stock
(indirect: By ICONIQ Strategic Partners VI, L.P.)
857,031
Common Stock
(indirect: By ICONIQ Strategic Partners IV-B, L.P.)
3,108,450
Common Stock
(indirect: By ICONIQ Strategic Partners V, L.P.)
115,070
Common Stock
(indirect: By ICONIQ Strategic Partners VI-B, L.P.)
1,069,534
Common Stock
(indirect: By Divesh Makan)
2,840,841
Common Stock
(indirect: By Matthew Jacobson)
1,044,980
Common Stock
(indirect: By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P)
940,443
Common Stock
(indirect: By ICONIQ Strategic Partners V-B, L.P.)
177,265
Common Stock
(indirect: By ICONIQ Strategic Partners III GP, L.P.)
335,311
Common Stock
(indirect: By ICONIQ Strategic Partners IV, L.P.)
1,876,073

Footnotes (9)

[F1]On November 14, 2025, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 813,479 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners III GP, L.P. ("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 82,478 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").
[F2]ICONIQ III GP is the sole general partner of each of 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"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP.
[F3](continued) 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.
[F4](continued) Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of 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 III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, 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.
[F5]On November 14, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 869,213 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 77,492 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.
[F6]On November 14, 2025, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 317,308 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 12,172 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.
[F7]Includes an aggregate of 172,142 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein.
[F8]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. 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.
[F9]The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 86,855 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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

PROCORE TECHNOLOGIES, INC.

CIK 0001611052

→

Entity typeother

Related Parties

filerCIK 0001688143

Filing Metadata

Form type: 4
Filed: Nov 17, 7:00 PM ET
Accepted: Nov 18, 4:30 PM ET
Size: 33.1 KB

View on SEC.gov