Procore (NYSE: PCOR) director awarded 4,712 RSUs, reports major fund holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Griffith William J.G. reported acquisition or exercise transactions in this Form 4 filing.
PROCORE TECHNOLOGIES, INC. director William J.G. Griffith reported an award of 4,712 restricted stock units (RSUs) of common stock at a price of $0.00 per share. These RSUs vest in full at the company’s 2027 annual meeting of stockholders, subject to his continued board service.
Settlement of the RSUs into common stock has been deferred until the earlier of 90 days after his service ends or a change in control. According to the footnotes, any proceeds from sales of shares issued upon RSU settlement will be transferred to ICONIQ Capital, LLC, and Griffith disclaims beneficial ownership except to the extent of any pecuniary interest.
The Form 4 also lists sizeable indirect holdings of Procore common stock through multiple ICONIQ Strategic Partners funds and estate-planning trusts, with a post-transaction direct and RSU-related position of 3,249,258 shares reported, reflecting his broad economic exposure rather than a new open‑market trade.
Positive
- None.
Negative
- None.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Griffith William J.G.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 4,712 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 3,249,258 shares (Direct, null);
Common Stock — 2,634,478 shares (Indirect, By ICONIQ Strategic Partners III, L.P.)
Footnotes (1)
- Represents shares of common stock issuable upon the settlement of restricted stock units ("RSUs"). 100% of the RSUs vest on the date of the issuer's 2027 annual meeting of stockholders (or the date immediately preceding such date if the Reporting Person's service as a director ends at such annual meeting as a result of the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), subject to the Reporting Person's continued service through such vesting date. The Reporting Person has elected to defer the receipt of common stock upon the vesting of the RSUs until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control. Consists of (i) 4,712 shares issuable upon the settlement of RSUs and (ii) 3,244,546 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. 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 the RSUs will be transferred to ICONIQ Capital, LLC. The Reporting Person disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ Strategic Partners III, L.P. ("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. (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. (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.
Key Figures
RSU grant: 4,712 RSUs
Direct and RSU-related holdings: 3,249,258 shares
Trust-held common stock: 3,244,546 shares
+4 more
7 metrics
RSU grant
4,712 RSUs
Award of restricted stock units vesting at 2027 annual meeting
Direct and RSU-related holdings
3,249,258 shares
Shares consisting of RSUs and trust-held common stock after transaction
Trust-held common stock
3,244,546 shares
Shares held through family trust and another estate-planning trust
ICONIQ Strategic Partners IV-B holdings
3,108,450 shares
Indirect Procore common stock position via ICONIQ Strategic Partners IV-B, L.P.
ICONIQ Strategic Partners III-B holdings
2,814,976 shares
Indirect Procore common stock position via ICONIQ Strategic Partners III-B, L.P.
ICONIQ Strategic Partners III holdings
2,634,478 shares
Indirect Procore common stock position via ICONIQ Strategic Partners III, L.P.
ICONIQ Strategic Partners IV holdings
1,876,073 shares
Indirect Procore common stock position via ICONIQ Strategic Partners IV, L.P.
Key Terms
restricted stock units ("RSUs"), change in control, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more
5 terms
restricted stock units ("RSUs") financial
"Represents shares of common stock 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.
change in control financial
"until the earlier of (i) the date that is ninety (90) days following the date of termination of service, and (ii) the date of a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
pecuniary interest financial
"disclaims beneficial ownership of these shares ... except to the extent of his pecuniary interest therein, if any."
Section 16 of the Securities Exchange Act of 1934 regulatory
"beneficial ownership of these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")."
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
estate planning trust financial
"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."
FAQ
What did Procore (PCOR) director William Griffith report in this Form 4?
He reported receiving an award of 4,712 restricted stock units (RSUs) of Procore common stock at $0.00 per share. The filing also details his substantial indirect holdings through various ICONIQ Strategic Partners funds and family estate-planning trusts.
When do William Griffith’s 4,712 Procore (PCOR) RSUs vest?
All 4,712 RSUs vest at Procore’s 2027 annual meeting of stockholders, or immediately before that date if his board service ends then. Vesting is conditioned on his continued service as a director through the applicable vesting date.
How are William Griffith’s Procore (PCOR) RSUs settled and deferred?
The RSUs are settled in Procore common stock, but settlement is deferred until the earlier of 90 days after his service terminates or a change in control. This deferral affects when he actually receives the underlying Procore shares.
Does William Griffith claim full beneficial ownership of his Procore (PCOR) holdings?
No. The footnotes explicitly state he disclaims beneficial ownership of the reported securities for Section 16 purposes, except to the extent of his pecuniary interest. This covers shares held via ICONIQ funds and estate-planning trusts.