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

ICONIQ Strategic Partners, a significant shareholder and director of Procore Technologies, Inc., reported the distribution of over 113,000 shares of common stock to its limited partners for no consideration.

Summary

• On May 22, 2025, ICONIQ Strategic Partners II GP, L.P. distributed 91,009 shares of Procore Technologies, Inc. Common Stock to its limited partner.
• On the same date, ICONIQ Strategic Partners III GP, L.P. distributed 22,310 shares of Procore Technologies, Inc. Common Stock to its limited partner.
• These distributions were made for no consideration, representing the limited partners' pro rata interest in previously received shares.
• The distributions were conducted in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, ICONIQ Strategic Partners II GP, L.P. and ICONIQ Strategic Partners III GP, L.P. directly hold 0 shares.
• Various ICONIQ Strategic Partners funds (III, III-B, III Co-Invest, IV, IV-B, IV Co-Invest, V, V-B, VI, VI-B) continue to hold significant indirect beneficial ownership, totaling millions of shares.
• Divesh Makan, an equity holder in several ICONIQ general partners, indirectly holds 2,840,841 shares, including those received from these distributions, through family and estate planning trusts.

Sentiment

Score: 5

Explanation: The document reports a routine insider share distribution for no consideration, which is a neutral event for the company's operational performance or financial health. It reflects an internal re-allocation of ownership within the reporting entity's structure.

Future Outlook

No forward-looking statements or guidance regarding Procore Technologies, Inc.'s financial performance or strategic direction were provided in this ownership filing.

Management Comments

• ICONIQ II GP, ICONIQ II Parent GP, ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, Makan, Griffith and Jacobson disclaim beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any.
• This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
• Makan disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that Makan is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Industry Context

This Form 4 filing represents a routine insider transaction, specifically a pro-rata distribution of shares by a venture capital firm (ICONIQ Strategic Partners) to its limited partners. Such distributions are common as funds mature or as part of their investment realization strategies, and do not typically reflect changes in the operational performance or strategic direction of the underlying company (Procore Technologies, Inc.).

Related Party Transactions

• ICONIQ Strategic Partners II GP, L.P. distributed 91,009 shares to its limited partner for no consideration.
• ICONIQ Strategic Partners III GP, L.P. distributed 22,310 shares to its limited partner for no consideration.

Stakeholder Impact

• Shareholders: The distributions represent an internal re-allocation of shares by a major investor (ICONIQ) and do not directly impact the total outstanding shares or the company's market capitalization. It clarifies the beneficial ownership structure within the ICONIQ group.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders as the filing pertains solely to changes in beneficial ownership by an investor, not the company's operations, financial health, or strategic direction.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Beneficial Ownership, Share Distribution, PROCORE TECHNOLOGIES, PCOR, ICONIQ Strategic Partners, Divesh Makan