PROCORE TECHNOLOGIES, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities From April 1, 2021 to May 20, 2021 (the date of the filing of our registration statement on Form S-8, File No. 333-256312), we issued to certain directors, officers, employees and consultants an aggregate of 681,089 shares of our common stock upon the exercise of options under the 2014 Equity Incentive Plan at exercise prices ranging from $0.15 to $30.34 per share. From April 1, 2021 to May 20, 2021 (the date of the filing of our registration statement on Form S-8, File No. 333-256312), we granted to certain directors, officers, employees and consultants an aggregate of 529,586 RSUs under the 2014 Equity Incentive Plan. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 39b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. Use of Proceeds On May 24, 2021, we closed our initial public offering (“IPO”), in which we sold 10,410,000 shares of our common stock at a price to the public of $67.00 per share, including 940,000 shares sold in connection with the full exercise of the underwriters’ option to purchase additional shares. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-236789), which was declared effective by the SEC on May 19, 2021. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., and Jefferies LLC acted as lead book-running managers in the offering. Canaccord Genuity LLC, KeyBanc Capital Markets Inc., Oppenheimer & Co. Inc., Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, and William Blair & Company, L.L.C. acted as co-managers in the offering. Following the sale of the shares in connection with the closing of the IPO, the offering terminated. We received proceeds of $665.1 million, after deducting underwriters’ discounts and commissions of $32.3 million but before deducting the remaining offering expenses payable by us. No offering expenses were paid by us directly or indirectly to any of our directors, officers, or persons owning ten percent or more of our capital stock (or their associates or affiliates), other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy. As of June 30, 2021, approximately $0.6 million of expenses incurred in connection with our IPO were 59 not yet paid. There has been no material change in the planned use of proceeds from the IPO as described in our Final Prospectus dated May 19, 2021 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 21, 2021. Items 3, 4 and 5 are not applicable and have been omitted. 60 Item 6. E xhibits EXHIBIT INDEX Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-40396 3.1 May 24, 2021 3.2 Amended and Restated Bylaws of the Registrant 8-K 001-40396 3.4 May 24, 2021 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers S-1/A 333-236789 10.1 May 10, 2021 10.2 Procore Technologies, Inc. 2014 Equity Incentive Plan and related form agreements S-1/A 333-236789 10.2 May 10, 2021 10.3 Procore Technologies, Inc. 2021 Equity Incentive Plan and related form agreements S-1/A 333-236789 10.3 May 10, 2021 10.4 Procore Technologies, Inc. 2021 Employee Stock Purchase Plan S-1/A 333-236789 10.4 May 10, 2021 10.5 Cash Incentive Bonus Plan S-1/A 333-236789 10.10 May 10, 2021 10.6* Non-Employee Director Compensation Policy 10.7 Offer Letter by and between Craig F. Courtemanche and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.11 May 10, 2021 10.8 Offer Letter by and between Dennis Lyandres and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.12 May 10, 2021 10.9 Offer Letter by and between Paul Lyandres and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.13 May 10, 2021 10.10 Offer Letter by and between Benjamin Singer and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.14 May 10, 2021 10.11 Offer Letter by and between Sam Crigman and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.15 May 10, 2021 10.12 Offer Letter by and between Patricia Wadors and the Registrant, dated as of April 30, 2021 S-1/A 333-236789 10.16 May 10, 2021 10.13 Form of Executive Severance Agreement between the Registrant and each of its executive officers S-1/A 333-236789 10.17 May 10, 2021 31.1* Section 302 Certification of Principal Executive Officer 31.2* Section 302 Certification of Principal Financial Officer 32.1*# Section 906 Certification of Principal Executive Officer 32.2*# Section 906 Certification of Principal Financial Officer 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 61 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. # The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing. 62 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Procore Technologies, Inc. Date: August 6, 2021 By: /s/ Craig F. Courtemanche, Jr. Craig F. Courtemanche, Jr. President and Chief Executive Officer Date: August 6, 2021 By: /s/ Paul Lyandres Paul Lyandres Chief Financial Officer 63