SCHEDULE 13G/A: ICONIQ Entities and Principals Disclose Significant Beneficial Ownership in Procore Technologies, Inc.

Sentiment:

Beneficial Ownership Report


Multiple ICONIQ Strategic Partners funds and their controlling principals have filed an amended Schedule 13G, detailing their substantial beneficial ownership in Procore Technologies, Inc., with Divesh Makan and William J.G. Griffith each reporting over 17% beneficial ownership.

Summary

  • ICONIQ Strategic Partners II, L.P. and its related entities (ICONIQ II Funds) collectively beneficially own 1,484,980 shares, representing approximately 1.0% of Procore Technologies, Inc.'s common stock.
  • ICONIQ Strategic Partners III, L.P. and its related entities (ICONIQ III Funds) collectively beneficially own 12,877,065 shares, representing approximately 8.7% of the outstanding common stock.
  • ICONIQ Strategic Partners IV, L.P. and its related entities (ICONIQ IV Funds) collectively beneficially own 6,280,324 shares, representing approximately 4.2% of the outstanding common stock.
  • ICONIQ Strategic Partners V, L.P. and its related entities (ICONIQ V Funds) collectively beneficially own 292,335 shares, representing approximately 0.2% of the outstanding common stock.
  • ICONIQ Strategic Partners VI, L.P. and its related entities (ICONIQ VI Funds) collectively beneficially own 1,926,565 shares, representing approximately 1.3% of the outstanding common stock.
  • ICONIQ Capital, LLC, ICONIQ Capital Group, L.P., and ICONIQ Capital Group GP, LLC each beneficially own 914 shares, representing less than 0.1% of the outstanding common stock, primarily through managed accounts.
  • Divesh Makan, as a controlling individual, is deemed to beneficially own 25,542,824 shares, which includes shares held by various ICONIQ funds and personal trusts, representing approximately 17.2% of the outstanding common stock.
  • William J.G. Griffith, as a controlling individual, is deemed to beneficially own 25,481,448 shares, including shares held by various ICONIQ funds and personal trusts, representing approximately 17.1% of the outstanding common stock.
  • Matthew Jacobson, as a controlling individual, is deemed to beneficially own 9,321,433 shares, including shares held by various ICONIQ funds and personal trusts, representing approximately 6.3% of the outstanding common stock.
  • The beneficial ownership percentages are calculated based on 148,663,906 shares of Common Stock outstanding as of October 25, 2024, as reported in Procore Technologies, Inc.'s Quarterly Report on Form 10-Q filed on October 31, 2024.

Sentiment

Score: 5

Explanation: This is a factual regulatory filing (Schedule 13G Amendment) reporting beneficial ownership, and as such, it does not convey positive or negative sentiment regarding the company's performance or outlook. It is a neutral disclosure of investment positions.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of significant beneficial ownership by institutional investors in a publicly traded technology company. It reflects the ongoing investment positions of ICONIQ Capital's various funds and their principals in Procore Technologies, Inc., a company operating in the construction management software industry.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Disclaimer of Group StatusThe Reporting Persons expressly disclaim membership in a 'group' as used in Rule 13d-5(b)(1), indicating that while they are related entities and individuals, they do not act as a formal group for the purpose of influencing control of the issuer.NAThis disclaimer clarifies that the reported beneficial ownership, while significant, is not indicative of a coordinated effort to control or influence the management or policies of Procore Technologies, Inc. beyond passive investment.

Stakeholder Impact

  • Shareholders: Provides transparency regarding significant institutional and individual ownership stakes, which can influence perceptions of investor confidence and potential liquidity.

Key Dates

DateDescription
2024-10-25Date as of which 148,663,906 shares of Common Stock were outstanding, used for percentage calculations.
2024-10-31Date of Issuer's Quarterly Report on Form 10-Q, which disclosed the outstanding share count.
2024-12-31Date of event which requires filing of this statement (end of reporting period).
2025-02-14Date of signing of the Schedule 13G Amendment No. 4.

Keywords

Procore Technologies, ICONIQ Strategic Partners, Beneficial Ownership, Schedule 13G, SEC Filing, Common Stock, Institutional Investor, Shareholder Disclosure, Divesh Makan, William J.G. Griffith, Matthew Jacobson

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