ICONIQ reshuffles 2M Procore Technologies (PCOR) shares via partner distributions
Rhea-AI Filing Summary
ICONIQ Strategic Partners III, L.P. reported disposition transactions in this Form 4 filing.
ICONIQ Strategic Partners funds, as 10% owners of Procore Technologies, reported pro rata, in-kind distributions of 2,000,000 shares of common stock from three ICONIQ Strategic Partners III vehicles to their limited partners and general partner on August 3, 2026, for no consideration.
Following these distributions, ICONIQ III, ICONIQ III-B and ICONIQ III Co-Invest continued to report sizable Procore holdings, and related general partners and individuals, including Divesh Makan and Matthew Jacobson, reported indirect trust holdings while disclaiming beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 2,000,000 shares
Net Sell
12 txns
Insider
ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ STRATEGIC PARTNERS III CO-INVEST L.P. SERIES P, ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., Makan Divesh, Jacobson Matthew
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 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 | -- | -- | -- |
| holding | Common Stock F8 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,820,999 shares (Direct);
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 — 3,520,434 shares (Indirect, By Divesh Makan);
Common Stock — 1,211,575 shares (Indirect, By Matthew Jacobson)
Footnotes (8)
- 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 William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith 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. Each of 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 disclaims 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.
- 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. The shares are held by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 172,141 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. 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.
- F8. The shares are held by Jacobson through a trust of which he is a trustee. Includes an aggregate of 86,855 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein. Jacobson disclaims beneficial ownership of the shares held by such trust 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 Jacobson is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
Shares distributed by ICONIQ III: 813,479 shares
Shares distributed by ICONIQ III-B: 869,213 shares
Shares distributed by ICONIQ III Co-Invest: 317,308 shares
+5 more
8 metrics
Shares distributed by ICONIQ III
813,479 shares
Pro rata in-kind distribution on August 3, 2026
Shares distributed by ICONIQ III-B
869,213 shares
Pro rata in-kind distribution on August 3, 2026
Shares distributed by ICONIQ III Co-Invest
317,308 shares
Pro rata in-kind distribution on August 3, 2026
Aggregate restructuring distributions
2,000,000 shares
Total shares redistributed across three ICONIQ III vehicles
ICONIQ III holdings after distribution
1,820,999 shares
Common stock of Procore held by ICONIQ III after August 3, 2026
ICONIQ III-B holdings after distribution
1,945,763 shares
Common stock of Procore held indirectly via ICONIQ III-B
Makan indirect holdings
3,520,434 shares
Procore shares held through family and estate-planning trusts
Jacobson indirect holdings
1,211,575 shares
Procore shares held through a trust of which he is trustee
Key Terms
Rules 16a-13 and 16a-9, Section 16 of the Exchange Act, beneficial ownership, pecuniary interest, +1 more
5 terms
Rules 16a-13 and 16a-9 regulatory
"distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9"
Section 16 of the Exchange Act regulatory
"disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act"
beneficial ownership regulatory
"disclaims beneficial ownership of the securities reported herein for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"except to the extent of its or his pecuniary interest therein, if any"
in-kind distribution financial
"distributed, for no consideration, in the aggregate 813,479 shares of the Issuer's Common Stock"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity in PCOR did ICONIQ Strategic Partners report on August 3, 2026?
ICONIQ Strategic Partners entities reported pro rata, in-kind distributions of Procore Technologies (PCOR) common stock from three ICONIQ III funds to their limited partners and general partner, totaling 2,000,000 shares and made for no consideration under Exchange Act exemptions.
Were the ICONIQ transactions in PCOR open-market sales for cash?
No. The transactions were distributions for no consideration, not open-market sales. Shares of Procore Technologies (PCOR) were transferred in kind to limited partners and a general partner, relying on Rules 16a-13 and 16a-9 under the Exchange Act.
What are ICONIQ III’s Procore Technologies (PCOR) holdings after the distributions?
After distributing 813,479 shares, ICONIQ Strategic Partners III, L.P. reported holding 1,820,999 shares of Procore Technologies (PCOR) common stock. Related ICONIQ III-B and ICONIQ III Co-Invest vehicles reported 1,945,763 and 710,303 shares, respectively, following their own in-kind distributions.
How are Divesh Makan’s and Matthew Jacobson’s PCOR holdings characterized in this Form 4?
Divesh Makan and Matthew Jacobson report indirect holdings of Procore Technologies (PCOR) through trusts, including 172,141 and 86,855 distributed shares, respectively, while each disclaims beneficial ownership except to the extent of any pecuniary interest in those trusts.