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* Feinstein Brian (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	0(1)	I	See footnote(1)(2)

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
Series A Preferred Stock	(3)	(3)	Common Stock	0(3)	$0.00	I(3)	See footnote(2)(3)
Series B Preferred Stock	(4)	(4)	Common Stock	0(4)	$0.00	I(4)	See footnote(2)(4)
Series C Preferred Stock	(5)	(5)	Common Stock	0(5)	$0.00	I(5)	See footnote(2)(5)
Series D Preferred Stock	(6)	(6)	Common Stock	0(6)	$0.00	I(6)	See footnote(2)(6)
Series E Preferred Stock	(7)	(7)	Common Stock	0(7)	$0.00	I(7)	See footnote(2)(7)
Series F Preferred Stock	(8)	(8)	Common Stock	0(8)	$0.00	I(8)	See footnote(2)(8)
Series H-1 Preferred Stock	(9)	(9)	Common Stock	0(9)	$0.00	I(9)	See footnote(2)(9)
Series I Preferred Stock	(10)	(10)	Common Stock	0(10)	$0.00	I(10)	See footnote(2)(10)

Explanation of Responses:

1. As of the date hereof 1,664 shares are held by Bessemer Venture Partners VIII L.P. ("BVP VIII"), 2,001 shares are held by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"), 586,082 shares are held by Bessemer Venture Partners PR, L.P. ("BVP PR") and 12,722 shares are held by 15 Angels II LLC ("15 Angels", and together with BVP VIII, BVP VIII Inst and BVP PR, the "Funds").

2. The Reporting Person is a director of Deer X & Co. Ltd. ("Deer X Ltd.") which is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of Bessemer Venture Partners PR L.P. ("BVP PR"). Additionally, the Reporting Person has a passive economic interest in the shares held by 15 Angels, BVP VIII and BVP VIII Inst. (BVP VIII Inst. together with 15 Angels and BVP VIII, the "VIII Funds") through an interest in (1) BVP VIII and (2) Deer VIII & Co. L.P. ("Deer VIII L.P."), the general partner of the VIII Funds. The Reporting Person disclaims beneficial ownership of the securities held by BVP PR and the VIII Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer X Ltd. and Deer X LP and his indirect interest in the VIII Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

3. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 176,125 shares held by BVP VIII, 211,816 shares held by BVP VIII Inst and 192,515 shares held by BVP PR.

4. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 81,097 shares held by BVP VIII, 97,530 shares held by BVP VIII Inst and 169,127 shares held by BVP PR.

5. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 60,827 shares held by BVP VIII and 73,153 shares held by BVP VIII Inst.

6. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 5,551,416 shares held by BVP VIII and 6,325,093 shares held by BVP VIII Inst.

7. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 714,403 shares held by BVP VIII and 1,095,022 shares held by BVP VIII Inst.

8. The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof, 349,643 shares held by BVP VIII and 535,924 shares held by BVP VIII Inst.

9. The Series H-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series H-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. as of the date hereof, 78,388 shares are held by 15 Angels.

10. The Series I Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series I Preferred Stock will be converted into shares of Common Stock of the Issuer. As of the date hereof 119,898 shares held by BVP VIII, 144,195 shares held by BVP VIII Inst and 132,046 shares held by 15 Angels.

Remarks:

	/s/ Benjamin 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).
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