PROCORE (PCOR) 10% Owner William J.G. Griffith Distributes 2,000,000 Shares

What Happened

• William J.G. Griffith, reported as a 10% owner and a General Partner/Managing Director at ICONIQ Capital, reported distributions (Form 4 Code J) totaling 2,000,000 Procore Technologies (PCOR) shares on August 3, 2026. The three dispositions were: 813,479; 869,213; and 317,308 shares. No price is reported because the shares were distributed for no consideration (internal fund distributions), not sold on the open market.

Key Details

• Transaction date: 2026-08-03; Form 4 filed: 2026-08-05 (timely).
• Transaction type/code: Other disposition (Code J) — distributions from ICONIQ funds to partners.
• Shares disposed: 813,479 + 869,213 + 317,308 = 2,000,000 shares total.
• Price: N/A (no cash consideration; distributions made pro rata).
• Shares owned after transaction: 3,421,491 total (includes 4,712 RSUs issuable and 3,416,779 held via family/estate trusts). The filing notes 172,233 of the distributed shares are included in that ownership count.
• Notable footnotes: Distributions were made by ICONIQ Strategic Partners III, III-B and III Co‑Invest and then distributed by ICONIQ III GP to its partners, in reliance on Exchange Act Rules 16a‑13 and 16a‑9. Griffith disclaims beneficial ownership of the fund-held shares except to the extent of any pecuniary interest.

Context

• These were fund-to-partner distributions (internal reallocations), not open‑market sales — they do not represent a typical insider “sell” for liquidity. For retail investors, such distributions are procedural transfers within ICONIQ fund structures and often reflect ownership structuring rather than a signal about the company’s outlook.
• As a reported 10% owner acting through investment fund entities, the transaction is institutional in nature; the filing explicitly disclaims beneficial ownership except for any pecuniary interest.