Procore: ICONIQ partnership distributes 869,214 shares
Recipients received the shares according to their pro rata interests, and no consideration was paid for the transfers.
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Form Type
4
Rhea-AI Filing Summary
ICONIQ Strategic Partners III, L.P. reported disposition transactions in this Form 4 filing. Shares of Procore Technologies, Inc. (PCOR) were distributed by three ICONIQ partnerships on November 6, 2026: ICONIQ Strategic Partners III, L.P. distributed 813,479 shares; ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares. The distributions were made for no consideration.
Insider Trade Summary
Other: 2,000,000 shares
Other
3 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 | 869,214 | -- | -- |
| Other | Common Stock F6, F2, F3, F4 | 317,307 | -- | -- |
| 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 — 194,041 shares (Direct);
Common Stock — 207,335 shares (Indirect, By ICONIQ Strategic Partners III-B, L.P.);
Common Stock — 75,689 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 — 3,864,570 shares (Indirect, By Divesh Makan);
Common Stock — 1,385,206 shares (Indirect, By Matthew Jacobson)
Footnotes (8)
- F1. On November 6, 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 November 6, 2026, ICONIQ III-B distributed, for no consideration, in the aggregate 869,214 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-B 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 November 6, 2026, ICONIQ III Co-Invest distributed, for no consideration, in the aggregate 317,307 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 172,140 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 Strategic Partners III, L.P.: 813,479 shares
Shares distributed by ICONIQ Strategic Partners III-B, L.P.: 869,214 shares
Shares distributed by ICONIQ Strategic Partners III Co-Invest, L.P., Series P: 317,307 shares
+3 more
6 metrics
Shares distributed by ICONIQ Strategic Partners III, L.P.
813,479 shares
November 6, 2026
Shares distributed by ICONIQ Strategic Partners III-B, L.P.
869,214 shares
November 6, 2026
Shares distributed by ICONIQ Strategic Partners III Co-Invest, L.P., Series P
317,307 shares
November 6, 2026
Shares held by ICONIQ Strategic Partners III, L.P. following transaction
194,041 shares
Following the transaction on November 6, 2026
Shares held by ICONIQ Strategic Partners III-B, L.P. following transaction
207,335 shares
Following the transaction on November 6, 2026
Shares held by ICONIQ Strategic Partners III Co-Invest, L.P., Series P following transaction
75,689 shares
Following the transaction on November 6, 2026
Key Terms
pro rata interest, beneficial ownership, pecuniary interest
3 terms
pro rata interest financial
"representing each such partner's pro rata interest"
beneficial ownership regulatory
"disclaims beneficial ownership of the securities reported herein"
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 financial
"except to the extent of its or his pecuniary interest therein, if any"
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