Filing Details
- Accession Number:
- 0000950170-25-072039
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- ICONIQ Strategic Partners II, L.P.
- Company:
- Procore Technologies Inc.
- Filing Date:
- 2025-05-15
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| ICONIQ Strategic Partners II, L.P. | 0 | 0 | 0% |
| ICONIQ Strategic Partners II-B, L.P. | 0 | 0 | 0% |
| ICONIQ Strategic Partners II Co-Invest, L.P., P Series | 0 | 0 | 0% |
| ICONIQ Strategic Partners II GP, L.P. | 0 | 91,009 | 0.1% |
| ICONIQ Strategic Partners II TT GP, Ltd. | 0 | 91,009 | 0.1% |
| ICONIQ Strategic Partners III, L.P. | 0 | 5,074,915 | 3.4% |
| ICONIQ Strategic Partners III-B, L.P. | 0 | 5,422,617 | 3.6% |
| ICONIQ Strategic Partners III Co-Invest, L.P., Series P | 0 | 1,979,533 | 1.3% |
| ICONIQ Strategic Partners III GP, L.P. | 0 | 12,499,375 | 8.4% |
| ICONIQ Strategic Partners III TT GP, Ltd. | 0 | 12,499,375 | 8.4% |
| ICONIQ Strategic Partners IV, L.P. | 0 | 2,009,823 | 1.3% |
| ICONIQ Strategic Partners IV-B, L.P. | 0 | 3,330,058 | 2.2% |
| ICONIQ Strategic Partners IV Co-Invest, L.P., Series P | 0 | 940,443 | 0.6% |
| ICONIQ Strategic Partners IV GP, L.P. | 0 | 6,280,324 | 4.2% |
| ICONIQ Strategic Partners IV TT GP, Ltd. | 0 | 6,280,324 | 4.2% |
| ICONIQ Strategic Partners V, L.P. | 0 | 115,070 | 0.1% |
| ICONIQ Strategic Partners V-B, L.P. | 0 | 177,265 | 0.1% |
| ICONIQ Strategic Partners V GP, L.P. | 0 | 292,335 | 0.2% |
| ICONIQ Strategic Partners V TT GP, Ltd. | 0 | 292,335 | 0.2% |
| ICONIQ Strategic Partners VI, L.P. | 0 | 857,031 | 0.6% |
| ICONIQ Strategic Partners VI-B, L.P. | 0 | 1,069,534 | 0.7% |
| ICONIQ Strategic Partners VI GP, L.P. | 0 | 1,926,565 | 1.3% |
| ICONIQ Strategic Partners VI TT GP, Ltd. | 0 | 1,926,565 | 1.3% |
| ICONIQ Capital, LLC | 0 | 1,266 | 0% |
| ICONIQ Capital Group, L.P. | 0 | 1,266 | 0% |
| ICONIQ Capital Group GP, LLC | 0 | 1,266 | 0% |
| Divesh Makan | 0 | 23,818,396 | 16% |
| William J.G. Griffith | 0 | 24,033,910 | 16.1% |
| Matthew Jacobson | 0 | 9,375,271 | 6.3% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
Procore Technologies, Inc. (Name of Issuer) |
COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) |
74275K108 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II Co-Invest, L.P., P Series | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,009.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,009.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,074,915.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,422,617.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III Co-Invest, L.P., Series P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,533.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,499,375.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: .
Represents shares of Common Stock held by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III Co-Invest L.P., Series P and ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners III TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,499,375.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III Co-Invest L.P., Series P and ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,009,823.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners IV-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,330,058.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners IV Co-Invest, L.P., Series P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
940,443.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners IV GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,280,324.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest L.P., Series P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 202
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners IV TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,280,324.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents shares of Common Stock held by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest L.P., Series P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,070.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
177,265.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
292,335.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners V TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
292,335.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
857,031.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI-B, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,069,534.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,926,565.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI TT GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,926,565.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by separately managed accounts (the "Managed Accounts") for which ICONIQ Capital, LLC serves as investment adviser. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Capital Group, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by separately Managed Accounts for which ICONIQ Capital, LLC serves as investment adviser. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
ICONIQ Capital Group GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents shares of Common Stock held by Managed Accounts for which ICONIQ Capital, LLC serves as investment adviser. In its capacity as investment adviser, ICONIQ Capital, LLC has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital, LLC receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC. ICONIQ Capital Group GP, LLC is the general partner of ICONIQ Capital Group, L.P.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
Divesh Makan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,818,396.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 2,727,522 shares of Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee and (ii) 21,090,874 shares of Common Stock beneficially owned by ICONIQ Strategic Partners II GP, L.P., 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 IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P, ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Capital, LLC. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. ICONIQ Capital Group, L.P. is the sole member of ICONIQ Capital, LLC, and may be deemed to beneficially own the shares of stock beneficially owned by ICONIQ Capital, LLC. ICONIQ Capital Group GP, LLC is the general partner of ICONIQ Capital, LLC. Divesh Makan is the sole member of ICONIQ Capital Group GP, LLC. Divesh Makan and William J.G. Griffith are the sole equity holders of each of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
William J.G. Griffith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,033,910.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 2,944,302 shares of Common Stock held by William J.G. Griffith through a family trust of which he is trustee and another estate planning trust having an independent trustee and (ii) 21,089,608 shares of Common Stock beneficially owned by ICONIQ Strategic Partners II GP, L.P., 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 IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P, ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. ICONIQ Strategic Partners III GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P. and ICONIQ Strategic Partners III Co-Invest, L.P., Series P. ICONIQ Strategic Partners III TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners III GP, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan and William J.G. Griffith are the sole equity holders of each of ICONIQ Strategic Partners II TT GP, Ltd. and ICONIQ Strategic Partners III TT GP, Ltd. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| CUSIP No. | 74275K108 |
| 1 | Names of Reporting Persons
Matthew Jacobson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,375,271.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 876,047 shares of Common Stock held by Matthew Jacobson through a trust of which he is trustee and (ii) 8,499,224 shares of Common Stock held directly by ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners IV GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV-B, L.P. and ICONIQ Strategic Partners IV Co-Invest, L.P., Series P. ICONIQ Strategic Partners IV TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners IV GP, L.P. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P. ICONIQ Strategic Partners VI GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. ICONIQ Strategic Partners VI TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners VI GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of each of ICONIQ Strategic Partners IV TT GP, Ltd., ICONIQ Strategic Partners V TT GP, Ltd. and ICONIQ Strategic Partners VI TT GP, Ltd.
The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Procore Technologies, Inc. | |
| (b) | Address of issuer's principal executive offices:
6309 Carpinteria Avenue, Carpinteria, CA 93013 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II").
(ii) ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II-B").
(iii) ICONIQ Strategic Partners II Co-Invest, L.P., P Series, a Delaware series limited partnership ("ICONIQ II Co-Invest" and, together with ICONIQ II and ICONIQ II-B, the "ICONIQ II Funds").
(iv) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III").
(v) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III-B").
(vi) ICONIQ Strategic Partners III Co-Invest, L.P., Series P, a Delaware series limited partnership ("ICONIQ III Co-Invest" and, together with ICONIQ III and ICONIQ III-B, the "ICONIQ III Funds").
(vii) ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV").
(viii) ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV-B").
(ix) ICONIQ Strategic Partners IV Co-Invest, L.P., Series P, a Delaware series limited partnership ("ICONIQ IV Co-Invest" and, together with ICONIQ IV and ICONIQ IV-B, the "ICONIQ IV Funds").
(x) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V").
(xi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V-B" and, together with ICONIQ V, the "ICONIQ V Funds").
(xii) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").
(xiii) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B" and, together with ICONIQ VI, the "ICONIQ VI Funds").
(xiv) ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II GP"), the sole general partner of the ICONIQ II Funds.
(xv) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III GP"), the sole general partner of the ICONIQ III Funds.
(xvi) ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ IV GP"), the sole general partner of the ICONIQ IV Funds.
(xvii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V GP"), the sole general partner of the ICONIQ V Funds.
(xviii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.
(xix) ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ II Parent GP"), the sole general partner of ICONIQ II GP.
(xx) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ III Parent GP"), the sole general partner of ICONIQ III GP.
(xxi) ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ IV Parent GP"), the sole general partner of ICONIQ IV GP.
(xxii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ V Parent GP"), the sole general partner of ICONIQ V GP.
(xxiii) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.
(xxiv) ICONIQ Capital, LLC, a Delaware limited liability company ("ICONIQ Capital").
(xxv) ICONIQ Capital Group, L.P., a Delaware limited partnership ("ICONIQ Capital Group"), the sole member of ICONIQ Capital.
(xxvi) ICONIQ Capital Group GP, LLC, a Delaware limited liability company ("ICONIQ Capital GP"), the general partner of ICONIQ Capital Group.
(xxvii) Divesh Makan, a citizen of the United States ("Makan"), the sole member of ICONIQ Capital GP.
(xxviii) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ II Parent GP and ICONIQ III Parent GP.
(xxix) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ IV Parent GP and ICONIQ V Parent GP. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | |
| (c) | Citizenship:
See Item 2(a) above. | |
| (d) | Title of class of securities:
COMMON STOCK, $0.0001 PAR VALUE PER SHARE | |
| (e) | CUSIP No.:
74275K108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) ICONIQ II directly owns 0 shares of Common Stock, which represents 0.0% of the outstanding Common Stock.
(ii) ICONIQ II-B directly owns 0 shares of Common Stock, which represents 0.0% of the outstanding Common Stock.
(iii) ICONIQ II Co-Invest directly owns 0 shares of Common Stock, which represents 0.0% of the outstanding Common Stock.
(iv) ICONIQ II GP directly owns 91,009 shares of Common Stock, which represents less than 0.1% of the outstanding Common Stock.
(v) ICONIQ II Parent GP may be deemed to beneficially own 91,009 shares of Common Stock owned by ICONIQ II GP, which represents less than 0.1% of the outstanding Common Stock.
(vi) ICONIQ III directly owns 5,074,915 shares of Common Stock, which represents approximately 3.4% of the outstanding Common Stock.
(vii) ICONIQ III-B directly owns 5,422,617 shares of Common Stock, which represents approximately 3.6% of the outstanding Common Stock.
(viii) ICONIQ III Co-Invest directly owns 1,979,533 shares of Common Stock, which represents approximately 1.3% of the outstanding Common Stock.
(ix) ICONIQ III GP may be deemed to beneficially own 12,499,375 shares of Common Stock owned by the ICONIQ III Funds and ICONIQ III GP, which represents approximately 8.4% of the outstanding Common Stock.
(x) ICONIQ III Parent GP may be deemed to beneficially own 12,499,375 shares of Common Stock owned by the ICONIQ III Funds and ICONIQ III GP, which represents approximately 8.4% of the outstanding Common Stock.
(xi) ICONIQ IV directly owns 2,009,823 shares of Common Stock, which represents approximately 1.3% of the outstanding Common Stock.
(xii) ICONIQ IV-B directly owns 3,330,058 shares of Common Stock, which represents approximately 2.2% of the outstanding Common Stock.
(xiii) ICONIQ IV Co-Invest directly owns 940,443 shares of Common Stock, which represents approximately 0.6% of the outstanding Common Stock.
(xiv) ICONIQ IV GP may be deemed to beneficially own 6,280,324 shares of Common Stock owned by the ICONIQ IV Funds, which represents approximately 4.2% of the outstanding Common Stock.
(xv) ICONIQ IV Parent GP may be deemed to beneficially own 6,280,324 shares of Common Stock owned by the ICONIQ IV Funds, which represents approximately 4.2% of the outstanding Common Stock.
(xvi) ICONIQ V directly owns 115,070 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock.
(xvii) ICONIQ V-B directly owns 177,265 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock.
(xviii) ICONIQ V GP may be deemed to beneficially own 292,335 shares of Common Stock owned by the ICONIQ V Funds, which represents approximately 0.2% of the outstanding Common Stock.
(xix) ICONIQ V Parent GP may be deemed to beneficially own 292,335 shares of Common Stock owned by the ICONIQ V Funds, which represents approximately 0.2% of the outstanding Common Stock.
(xx) ICONIQ VI directly owns 857,031 shares of Common Stock, which represents approximately 0.6% of the outstanding Common Stock.
(xxi) ICONIQ VI-B directly owns 1,069,534 shares of Common Stock, which represents approximately 0.7% of the outstanding Common Stock.
(xxii) ICONIQ VI GP may be deemed to beneficially own 1,926,565 shares of Common Stock owned by the ICONIQ VI Funds, which represents approximately 1.3% of the outstanding Common Stock.
(xxiii) ICONIQ VI Parent GP may be deemed to beneficially own 1,926,565 shares of Common Stock owned by the ICONIQ VI Funds, which represents approximately 1.3% of the outstanding Common Stock.
(xxiv) ICONIQ Capital may be deemed to beneficially own 1,266 shares of Common Stock held by Managed Accounts for which ICONIQ Capital serves as investment adviser, which represents less than 0.1% of the outstanding Common Stock. In its capacity as investment adviser, ICONIQ Capital has the right to exercise voting and investment power over the shares held in the Managed Accounts and therefore may be deemed to beneficially own the shares held in the Managed Accounts. ICONIQ Capital receives asset-based fees for its investment management services and as such does not have a pecuniary interest in the shares held in the Managed Accounts.
(xxv) ICONIQ Capital Group may be deemed to beneficially own 1,266 shares of Common Stock beneficially owned by ICONIQ Capital, which represents less than 0.1% of the outstanding Common Stock.
(xxvi) ICONIQ Capital GP may be deemed to beneficially own 1,266 shares of Common Stock beneficially owned by ICONIQ Capital, which represents less than 0.1% of the outstanding Common Stock.
(xxvii) Makan may be deemed to beneficially own 23,818,396 shares of Common Stock owned by ICONIQ II GP, the ICONIQ III Funds, ICONIQ III GP, the ICONIQ IV Funds, the ICONIQ V Funds, the ICONIQ VI Funds, ICONIQ Capital and Makan, which represents approximately 16.0% of the outstanding Common Stock.
(xxviii) Griffith may be deemed to beneficially own 24,033,910 shares of Common Stock owned by ICONIQ II GP, the ICONIQ III Funds, ICONIQ III GP, the ICONIQ IV Funds, the ICONIQ V Funds, the ICONIQ VI Funds and Griffith, which represents approximately 16.1% of the outstanding Common Stock.
(xxix) Jacobson may be deemed to beneficially own 9,375,271 shares of Common Stock owned by the ICONIQ IV Funds, the ICONIQ V Funds, the ICONIQ VI Funds and Jacobson, which represents approximately 6.3% of the outstanding Common Stock. | |
| (b) | Percent of class:
See Item 4(a) above. The percent of class was calculated based on 149,104,117 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's proxy statement filed with the Securities and Exchange Commission on April 24, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
ICONIQ II: 0 shares of Common Stock
ICONIQ II-B: 0 shares of Common Stock
ICONIQ II Co-Invest: 0 shares of Common Stock
ICONIQ II GP: 91,009 shares of Common Stock
ICONIQ II Parent GP: 91,009 shares of Common Stock
ICONIQ III: 5,074,915 shares of Common Stock
ICONIQ III-B: 5,422,617 shares of Common Stock
ICONIQ III Co-Invest: 1,979,533 shares of Common Stock
ICONIQ III GP: 12,499,375 shares of Common Stock
ICONIQ III Parent GP: 12,499,375 shares of Common Stock
ICONIQ IV: 2,009,823 shares of Common Stock
ICONIQ IV-B: 3,330,058 shares of Common Stock
ICONIQ IV Co-Invest: 940,443 shares of Common Stock
ICONIQ IV GP: 6,280,324 shares of Common Stock
ICONIQ IV Parent GP: 6,280,324 shares of Common Stock
ICONIQ V: 115,070 shares of Common Stock
ICONIQ V-B: 177,265 shares of Common Stock
ICONIQ V GP: 292,335 shares of Common Stock
ICONIQ V Parent GP: 292,335 shares of Common Stock
ICONIQ VI: 857,031 shares of Common Stock
ICONIQ VI-B: 1,069,534 shares of Common Stock
ICONIQ VI GP: 1,926,565 shares of Common Stock
ICONIQ VI Parent GP: 1,926,565 shares of Common Stock
ICONIQ Capital: 1,266 shares of Common Stock
ICONIQ Capital Group: 1,266 shares of Common Stock
ICONIQ Capital GP: 1,266 shares of Common Stock
Makan: 23,818,396 shares of Common Stock
Griffith: 24,033,910 shares of Common Stock
Jacobson: 9,375,271 shares of Common Stock | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
ICONIQ II: 0 shares of Common Stock
ICONIQ II-B: 0 shares of Common Stock
ICONIQ II Co-Invest: 0 shares of Common Stock
ICONIQ II GP: 91,009 shares of Common Stock
ICONIQ II Parent GP: 91,009 shares of Common Stock
ICONIQ III: 5,074,915 shares of Common Stock
ICONIQ III-B: 5,422,617 shares of Common Stock
ICONIQ III Co-Invest: 1,979,533 shares of Common Stock
ICONIQ III GP: 12,499,375 shares of Common Stock
ICONIQ III Parent GP: 12,499,375 shares of Common Stock
ICONIQ IV: 2,009,823 shares of Common Stock
ICONIQ IV-B: 3,330,058 shares of Common Stock
ICONIQ IV Co-Invest: 940,443 shares of Common Stock
ICONIQ IV GP: 6,280,324 shares of Common Stock
ICONIQ IV Parent GP: 6,280,324 shares of Common Stock
ICONIQ V: 115,070 shares of Common Stock
ICONIQ V-B: 177,265 shares of Common Stock
ICONIQ V GP: 292,335 shares of Common Stock
ICONIQ V Parent GP: 292,335 shares of Common Stock
ICONIQ VI: 857,031 shares of Common Stock
ICONIQ VI-B: 1,069,534 shares of Common Stock
ICONIQ VI GP: 1,926,565 shares of Common Stock
ICONIQ VI Parent GP: 1,926,565 shares of Common Stock
ICONIQ Capital: 1,266 shares of Common Stock
ICONIQ Capital Group: 1,266 shares of Common Stock
ICONIQ Capital GP: 1,266 shares of Common Stock
Makan: 23,818,396 shares of Common Stock
Griffith: 24,033,910 shares of Common Stock
Jacobson: 9,375,271 shares of Common Stock | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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