Form 4: ICONIQ Strategic Partners Distributes Procore Technologies Shares to Limited Partners

ICONIQ Strategic Partners distributed Procore Technologies shares to its limited partners and related entities on February 19, 2025, at no consideration.

Summary

• ICONIQ Strategic Partners II, L.P. distributed 571,466 shares of Procore Technologies common stock to its limited partners and ICONIQ Strategic Partners II GP, L.P.
• ICONIQ Strategic Partners II-B, L.P. distributed 447,346 shares to its limited partners and ICONIQ Strategic Partners II GP, L.P.
• ICONIQ Strategic Partners II Co-Invest, L.P., P Series distributed 301,058 shares to its limited partners and ICONIQ Strategic Partners II GP, L.P.
• ICONIQ Strategic Partners II GP, L.P. distributed 163,836 shares received in prior distributions to certain of its partners.
• ICONIQ Strategic Partners III, L.P. distributed 162,696 shares of the Issuer's Common Stock to its limited partners and to ICONIQ Strategic Partners III GP, L.P.
• ICONIQ Strategic Partners III-B, L.P. distributed 173,843 shares of the Issuer's Common Stock to its limited partners and to ICONIQ Strategic Partners III GP, L.P.
• ICONIQ Strategic Partners III Co-Invest, L.P. distributed 63,461 shares of the Issuer's Common Stock to its limited partners and to ICONIQ Strategic Partners III GP, L.P.
• Some shares were also sold at prices of $87.4 and $82.93.
• The distributions were made pro rata and without consideration, in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• The filing also details indirect beneficial ownership by various ICONIQ entities and individuals, with disclaimers of beneficial ownership except to the extent of pecuniary interest.

Sentiment

Score: 6

Explanation: The document itself is neutral as it reports transactions. The distribution of shares could be seen as slightly negative due to potential market impact, but it's a normal part of fund management.

Positives

• The distributions were made in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, suggesting compliance with regulations.

Negatives

• The distribution of a significant number of shares could potentially increase the supply of shares in the market, which might exert downward pressure on the stock price, although this is not explicitly stated.

Risks

• The distribution of shares could lead to increased volatility in the stock price.
• There is a risk that the market may interpret the distributions negatively, even though they are described as pro rata and without consideration.

Industry Context

This filing reflects the ongoing management of investments by ICONIQ Strategic Partners, a common activity for investment firms. The distribution of shares to limited partners is a typical mechanism for returning capital or providing liquidity to investors.

Comparison to Industry Standards

• Share distributions to limited partners are a common practice in the private equity and venture capital industries, often occurring after a company's IPO or other liquidity event.
• The pro rata distribution method is standard practice to ensure fair treatment of all partners.
• Similar distributions can be seen with other large investment firms like Tiger Global, Coatue, and Insight Partners when they manage their holdings in publicly traded companies.

Stakeholder Impact

• Shareholders may experience slight volatility due to the increased availability of shares.
• Limited partners of ICONIQ Strategic Partners receive distributions of Procore Technologies stock.

Key Dates