Procore Technologies (NYSE: PCOR) director reports 2.0M-share ICONIQ fund distribution
Rhea-AI Filing Summary
Griffith William J.G. reported disposition transactions in this Form 4 filing.
PROCORE TECHNOLOGIES, INC. director and more-than-10% owner William J.G. Griffith reported restructuring transactions involving investment funds affiliated with ICONIQ Capital. On August 3, 2026, ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed, for no consideration, 813,479, 869,213 and 317,308 shares of Procore common stock, respectively, to their limited partners and general partner, as pro rata in-kind distributions exempt under Rules 16a-13 and 16a-9 of the Exchange Act.
These transactions reduced the funds’ indirect holdings but did not represent market sales. Griffith reports ongoing indirect holdings through multiple ICONIQ Strategic Partners IV, V and VI funds, including 3,108,450 shares held by ICONIQ Strategic Partners IV-B, L.P. He also reports 3,421,491 shares held directly or via trusts, consisting of 4,712 shares issuable upon settlement of RSUs and 3,416,779 shares held through family and estate-planning trusts, which include 172,233 shares received in the described distributions. Griffith disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 2,000,000 shares
Net Sell
11 txns
Insider
Griffith William J.G.
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock F1, F2, F3, F4 | 813,479 | -- | -- |
| Other | Common Stock F5, F2, F3, F4 | 869,213 | -- | -- |
| Other | Common Stock F6, F2, F3, F4 | 317,308 | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F2, F3, F4 | -- | -- | -- |
| holding | Common Stock F7 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,820,999 shares (Indirect, By ICONIQ Strategic Partners III, L.P.);
Common Stock — 1,945,763 shares (Indirect, By ICONIQ Strategic Partners III-B, L.P.);
Common Stock — 710,303 shares (Indirect, By ICONIQ Strategic Partners III Co-Invest, L.P., Series P);
Common Stock — 1,876,073 shares (Indirect, By ICONIQ Strategic Partners IV, L.P.);
Common Stock — 3,108,450 shares (Indirect, By ICONIQ Strategic Partners IV-B, L.P.);
Common Stock — 940,443 shares (Indirect, By ICONIQ Strategic Partners IV Co-Invest, L.P., Series P);
Common Stock — 115,070 shares (Indirect, By ICONIQ Strategic Partners V, L.P.);
Common Stock — 177,265 shares (Indirect, By ICONIQ Strategic Partners V-B, L.P.);
Common Stock — 857,031 shares (Indirect, By ICONIQ Strategic Partners VI, L.P.);
Common Stock — 1,069,534 shares (Indirect, By ICONIQ Strategic Partners VI-B, L.P.);
Common Stock — 3,421,491 shares (Direct)
Footnotes (7)
- F1. On August 3, 2026, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 813,479 shares of the Issuer's Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2. ICONIQ III GP is the sole general partner of each of ICONIQ III, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") and ICONIQ Strategic Partners III Co-Invest, L.P., Series P ("ICONIQ III Co-Invest"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"), ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P ("ICONIQ IV Co-Invest"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP.
- F3. (continued) ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP.
- F4. (continued) Divesh Makan ("Makan") and the Reporting Person are the sole equity holders of ICONIQ III Parent GP. Makan, the Reporting Person and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. The Reporting Person is a General Partner and a Managing Director at ICONIQ Capital. The Reporting Person disclaims beneficial ownership of the securities reported herein 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 the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F5. On August 3, 2026, ICONIQ III-B distributed, for no consideration, in the aggregate 869,213 shares of the Issuer's Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
- F6. On August 3, 2026, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 317,308 shares of the Issuer's Common Stock (the "ICONIQ III Co-Invest Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Co-Invest Shares it received in the distribution by ICONIQ III Co-Invest to its partners, representing each such partner's pro rata interest in such ICONIQ III Co-Invest Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
- F7. Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs") and (ii) 3,416,779 shares held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 172,233 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. The RSUs are held by the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon settlement of RSUs will be transferred to ICONIQ Capital, LLC. The Reporting Person disclaims beneficial ownership of these shares for purposes of Section 16 the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
ICONIQ III distribution: 813,479 shares
ICONIQ III-B distribution: 869,213 shares
ICONIQ III Co-Invest distribution: 317,308 shares
+5 more
8 metrics
ICONIQ III distribution
813,479 shares
Shares of Procore common stock distributed for no consideration by ICONIQ Strategic Partners III, L.P. on August 3, 2026
ICONIQ III-B distribution
869,213 shares
Shares of Procore common stock distributed for no consideration by ICONIQ Strategic Partners III-B, L.P. on August 3, 2026
ICONIQ III Co-Invest distribution
317,308 shares
Shares of Procore common stock distributed for no consideration by ICONIQ Strategic Partners III Co-Invest, L.P., Series P on August 3, 2026
Restructuring shares
2,000,000 shares
Aggregate shares involved in three restructuring (code J) transactions reported in the Form 4
Direct and trust holdings after transaction
3,421,491 shares
Total Procore shares reported as held directly or via trusts by William J.G. Griffith after the reported transactions
RSUs held
4,712 shares
Shares issuable upon settlement of restricted stock units held by William J.G. Griffith
Trust-held shares
3,416,779 shares
Procore shares held through a family trust and another estate planning trust associated with the reporting person
ICONIQ IV-B holding
3,108,450 shares
Procore shares reported as indirectly held through ICONIQ Strategic Partners IV-B, L.P. after the transactions
Key Terms
Rules 16a-13 and 16a-9, restricted stock units ("RSUs"), pecuniary interest, Section 16 of the Exchange Act
4 terms
Rules 16a-13 and 16a-9 regulatory
"All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9"
restricted stock units ("RSUs") financial
"Consists of (i) 4,712 shares issuable upon the settlement of restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein... except to the extent of his pecuniary interest therein"
Section 16 of the Exchange Act regulatory
"beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act"
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FAQ
What insider transactions did Procore (PCOR) report on August 3, 2026?
Procore (PCOR) reported that ICONIQ Strategic Partners III, III-B and III Co-Invest funds distributed 2,000,000 shares of common stock in total to their partners for no consideration, as pro rata in-kind distributions under Exchange Act Rules 16a-13 and 16a-9.
What are William J.G. Griffith’s direct Procore (PCOR) holdings after these transactions?
After the transactions, William J.G. Griffith reports 3,421,491 Procore (PCOR) shares directly or via trusts, consisting of 4,712 shares issuable upon RSU settlement and 3,416,779 shares held through family and estate-planning trusts, including 172,233 shares received in the distributions.
What ongoing indirect Procore (PCOR) holdings are reported through ICONIQ funds?
Ongoing indirect Procore (PCOR) holdings include positions in several ICONIQ Strategic Partners funds, such as 3,108,450 shares held by ICONIQ Strategic Partners IV-B, L.P., with additional stakes reported in ICONIQ IV, IV Co-Invest, V, V-B, VI and VI-B partnerships.