Sec Form 3 Filing - Courtemanche Craig F. Jr. @ PROCORE TECHNOLOGIES, INC. - 2021-05-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Courtemanche Craig F. Jr. 2. Issuer Name and Ticker or Trading Symbol PROCORE TECHNOLOGIES, INC. [ PCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) Chief Executive Officer/Chairman of the Board (Last) (First) (Middle) C/O PROCORE TECHNOLOGIES, INC., 6309 CARPINTERIA AVE. 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (Street) CARPINTERIA, CA93013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 788,049 ( 1 ) ( 2 ) ( 3 ) D Common Stock 3,658,600 I See footnote ( 4 ) Common Stock 1,826,829 I See footnote ( 5 ) Common Stock 23,736 I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 97,087 I See footnote ( 4 ) Stock Option (Right to Buy) $ 2.42 ( 7 ) 11/10/2026 Common Stock 976,916 D Stock Option (Right to Buy) $ 12.22 ( 8 ) 07/12/2028 Common Stock 546,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Courtemanche Craig F. Jr. C/O PROCORE TECHNOLOGIES, INC. 6309 CARPINTERIA AVE. CARPINTERIA, CA93013 X Chief Executive Officer Chairman of the Board Signatures /s/ Benjamin C. Singer, Attorney-in-fact 05/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 273,000 shares issuable on settlement of restricted stock units ("RSUs"). Twenty-five percent of the shares subject to the RSU vest on each of February 20, 2022, February 20, 2023, February 20, 2024 and February 20, 2025, subject to continued service through each applicable vesting date. ( 2 )Includes 362,558 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied as to 1/16th of the shares subject to the RSU on May 20, 2020, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20. ( 3 )Includes 152,491 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2021, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "CompanyVesting Date" means each February 20, May 20, August 20, and November 20. ( 4 )Shares are held of record by Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012, for which the reporting person and his spouse serve as trustees. ( 5 )Shares are held of record by The Courtemanche 2016 Irrevocable Trust, for which the reporting person holds shared voting power. ( 6 )The Series B Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of common stock of the Issuer. ( 7 )The shares subject to the option vest in 60 equal monthly installments beginning on the one month anniversary of February 5, 2016, subject to continued service through each applicable vesting date. ( 8 )The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of January 1, 2019, subject to continued service through each applicable vesting 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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.