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    SEC Form SC 13G/A filed by Procore Technologies Inc. (Amendment)

    2/14/24 4:59:07 PM ET
    $PCOR
    Computer Software: Prepackaged Software
    Technology
    Get the next $PCOR alert in real time by email
    SC 13G/A 1 d765507dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 2 )*

     

     

    Procore Technologies, Inc.

    (Name of Issuer)

    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

    74275K108

    (CUSIP Number)

    December 31, 2023

    (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)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 74275K108    SCHEDULE 13G    Page 2 of 10 Pages

     

     1.   

     NAMES OF REPORTING PERSONS

     

     Bessemer Venture Partners VIII, L.P.

     2.  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☒

     

     3.  

     SEC USE ONLY

     

     4.  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.   

     SOLE VOTING POWER

     

     1,415,977

       6.  

     SHARED VOTING POWER

     

     0

       7.  

     SOLE DISPOSITIVE POWER

     

     1,415,977

       8.  

     SHARED DISPOSITIVE POWER

     

     0

     9.   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     1,415,977

    10.  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     ☐

    11.  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     1.0% (1)

    12.  

     TYPE OF REPORTING PERSON

     

     PN

     

    (1)

    The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 143,492,433 shares of Common Stock as of October 27, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on November 2, 2023.


    CUSIP No. 74275K108    SCHEDULE 13G    Page 3 of 10 Pages

     

     1.   

     NAMES OF REPORTING PERSONS

     

     Bessemer Venture Partners VIII Institutional L.P.

     2.  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☒

     

     3.  

     SEC USE ONLY

     

     4.  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.   

     SOLE VOTING POWER

     

     1,464,840

       6.  

     SHARED VOTING POWER

     

     0

       7.  

     SOLE DISPOSITIVE POWER

     

     1,464,840

       8.  

     SHARED DISPOSITIVE POWER

     

     0

     9.   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     1,464,840

    10.  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     ☐

    11.  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     1.0% (1)

    12.  

     TYPE OF REPORTING PERSON

     

     PN


    CUSIP No. 74275K108    SCHEDULE 13G    Page 4 of 10 Pages

     

     1.   

     NAMES OF REPORTING PERSONS

     

     15 Angels II LLC

     2.  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☒

     

     3.  

     SEC USE ONLY

     

     4.  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.   

     SOLE VOTING POWER

     

     0

       6.  

     SHARED VOTING POWER

     

     0

       7.  

     SOLE DISPOSITIVE POWER

     

     0

       8.  

     SHARED DISPOSITIVE POWER

     

     0

     9.   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     0

    10.  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     ☐

    11.  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     0.0% (1)

    12.  

     TYPE OF REPORTING PERSON

     

     OO


    CUSIP No. 74275K108    SCHEDULE 13G    Page 5 of 10 Pages

     

     1.   

     NAMES OF REPORTING PERSONS

     

     Deer VIII & Co. L.P.

     2.  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☒

     

     3.  

     SEC USE ONLY

     

     4.  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.   

     SOLE VOTING POWER

     

     2,880,817

       6.  

     SHARED VOTING POWER

     

     0

       7.  

     SOLE DISPOSITIVE POWER

     

     2,880,817

       8.  

     SHARED DISPOSITIVE POWER

     

     0

     9.   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     2,880,817

    10.  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     ☐

    11.  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     2.0% (1)

    12.  

     TYPE OF REPORTING PERSON

     

     PN


    CUSIP No. 74275K108    SCHEDULE 13G    Page 6 of 10 Pages

     

     1.   

     NAMES OF REPORTING PERSONS

     

     Deer VIII & Co. Ltd.

     2.  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☐  (b) ☒

     

     3.  

     SEC USE ONLY

     

     4.  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5.   

     SOLE VOTING POWER

     

     2,880,817

       6.  

     SHARED VOTING POWER

     

     0

       7.  

     SOLE DISPOSITIVE POWER

     

     2,880,817

       8.  

     SHARED DISPOSITIVE POWER

     

     0

     9.   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     2,880,817

    10.  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

     ☐

    11.  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     2.0%(1)

    12.  

     TYPE OF REPORTING PERSON

     

     CO


    CUSIP No. 74275K108    SCHEDULE 13G    Page 7 of 10 Pages

     

    Item 1.

    Issuer

     

    (a)

    Name of Issuer:

    Procore Technologies, Inc. (the “Issuer”)

     

    (b)

    Address of Issuer’s Principal Executive Offices:

    6309 Carpinteria Avenue

    Carpinteria, CA 93013

     

    Item 2(a).

    Name of Person Filing:

    This statement is being filed by the following persons with respect to certain shares of Common Stock (the “Shares” or the “Common Stock”) of the Issuer. Bessemer Venture Partners VIII, L.P. (“BVP VIII”) and Bessemer Venture Partners VIII Institutional L.P. (“BVP VIII Inst”), 15 Angels II LLC (“15 Angels”, and together with BVP VIII and BVP VIII Inst, the “BVP VIII Funds”) directly own shares of Common Stock.

     

    (a)

    Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”);

     

    (b)

    Deer VIII LP, the sole general partner of each of the Bessemer VIII Funds;

     

    (c)

    BVP VIII, which directly owns 1,415,977 Shares;

     

    (d)

    BVP VIII Inst, which is the sole member of 15 Angels and directly owns 1,464,840 Shares;

     

    (e)

    15 Angels, which directly owns 0 Shares; and

     

    (f)

    Deer X & Co. Ltd. (“Deer X Ltd”), the general partner of Deer X & Co. L.P. (“Deer X LP”).

    Deer VIII Ltd, Deer VIII LP, BVP VIII, BVP VIII Inst, 15 Angels, are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

     

    Item 2(b).

    Address of Principal Business Office or, if None, Residence:

    The address of the principal business office of each of the Reporting Persons:

    c/o Bessemer Venture Partners

    1865 Palmer Avenue; Suite 104

    Larchmont, NY 10583

     

    Item 2(c).

    Citizenship:

    Deer VIII Ltd— Cayman Islands

    Deer VIII LP — Cayman Islands

    BVP VIII — Cayman Islands

    BVP VIII Inst — Cayman Islands

    15 Angels — Delaware

     

    Item 2(d).

    Title of Class of Securities:

    Common Stock, $0.0001 par value

     

    Item 2(e).

    CUSIP Number:

    74275K108


    CUSIP No. 74275K108    SCHEDULE 13G    Page 8 of 10 Pages

     

    Item 3.

    Not Applicable. 

     

    Item 4.

    Ownership.

    For Deer VIII Ltd:

     

    (a)

    Amount beneficially owned: 2,880,817 Shares

     

    (b)

    Percent of class: 2.0%

     

    (c)

    Number of shares as to which such person has:

     

    (i)

    Sole power to vote or to direct the vote: —2,880,817—

     

    (ii)

    Shared power to vote or to direct the vote: —0—

     

    (iii)

    Sole power to dispose or to direct the disposition of: —2,880,817—

     

    (iv)

    Shared power to dispose or to direct the disposition of: —0—

    For Deer VIII LP:

     

    (a)

    Amount beneficially owned: 2,880,817 Shares

     

    (b)

    Percent of class: 2.0%

     

    (c)

    Number of shares as to which such person has:

     

    (i)

    Sole power to vote or to direct the vote: —2,880,817—

     

    (ii)

    Shared power to vote or to direct the vote: —0—

     

    (iii)

    Sole power to dispose or to direct the disposition of: —2,880,817—

     

    (iv)

    Shared power to dispose or to direct the disposition of: —0—

    For BVP VIII:

     

    (a)

    Amount beneficially owned: 1,415,977 Shares

     

    (b)

    Percent of class: 1.0%

     

    (c)

    Number of shares as to which such person has:

     

    (i)

    Sole power to vote or to direct the vote: —1,415,977—

     

    (ii)

    Shared power to vote or to direct the vote: —0—

     

    (iii)

    Sole power to dispose or to direct the disposition of: —1,415,977—

     

    (iv)

    Shared power to dispose or to direct the disposition of: —0—

    For BVP III Inst:

     

    (a)

    Amount beneficially owned: 1,464,840 Shares

     

    (b)

    Percent of class: 1.0%

     

    (c)

    Number of shares as to which such person has:

     

    (i)

    Sole power to vote or to direct the vote: — 1,464,840—

     

    (ii)

    Shared power to vote or to direct the vote: —0—

     

    (iii)

    Sole power to dispose or to direct the disposition of: — 1,464,840—


    CUSIP No. 74275K108    SCHEDULE 13G    Page 9 of 10 Pages

     

    (iv)

    Shared power to dispose or to direct the disposition of: —0—

    For 15 Angels:

     

    (a)

    Amount beneficially owned: 0 Shares

     

    (b)

    Percent of class: 0.0%

     

    (c)

    Number of shares as to which such person has:

     

    (i)

    Sole power to vote or to direct the vote: — 0—

     

    (ii)

    Shared power to vote or to direct the vote: —0—

     

    (iii)

    Sole power to dispose or to direct the disposition of: — 0—

     

    (iv)

    Shared power to dispose or to direct the disposition of: —0—

    The percentage of shares beneficially owned as set forth above is based on a total of 143,492,433 shares of Common Stock as of October 27, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on November 2, 2023.

     

    Item 5.

    Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person.

    As the general partner of Deer VIII LP, which in turn is the general partner the BVP VIII Funds, Deer IX Ltd may be deemed to beneficially own 2,880,817 Shares held directly by the BVP VIII Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.

     

    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.

    Exhibit 1 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

     

    Item 9.

    Notice of Dissolution of Group.

    Not applicable.

     

    Item 10.

    Certification.

    Not applicable.


    CUSIP No. 74275K108    SCHEDULE 13G    Page 10 of 10 Pages

     

    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.

    Date: February 14, 2024

     

    DEER VIII & CO. LTD.
    By:   /s/ Scott Ring
      Name: Scott Ring
      Title: General Counsel
    DEER VIII & CO. L.P.
    By: Deer VIII & Co. Ltd, its General Partner
    By:   /s/ Scott Ring
      Name: Scott Ring
      Title: General Counsel
    BESSEMER VENTURE PARTNERS VIII L.P.
    BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P.
    By: Deer VIII & Co. L.P., its General Partner
    By: Deer VIII & Co., Ltd., its General Partner
    By:   /s/ Scott Ring
      Name: Scott Ring
      Title: General Counsel

    15 ANGELS II LLC

    By:

      /s/ Scott Ring
     

    Name: Scott Ring

     

    Title: Authorized Person

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      4/11/25 9:02:11 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology

    $PCOR
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    • SEC Form 10-Q filed by Procore Technologies Inc.

      10-Q - PROCORE TECHNOLOGIES, INC. (0001611052) (Filer)

      5/2/25 4:43:54 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Procore Technologies Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - PROCORE TECHNOLOGIES, INC. (0001611052) (Filer)

      5/1/25 4:04:37 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • SEC Form DEFA14A filed by Procore Technologies Inc.

      DEFA14A - PROCORE TECHNOLOGIES, INC. (0001611052) (Filer)

      4/24/25 4:07:18 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology

    $PCOR
    Leadership Updates

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    • Procore Announces CEO Succession Plan

      Founder, President and CEO Tooey Courtemanche to Transition to Executive Chairman Upon Appointment of Successor Board to Initiate Comprehensive Search Process Procore Technologies, Inc. (NYSE:PCOR) ("Procore" or the "Company"), the leading global provider of construction management software, today announced that Founder, President and CEO, Tooey Courtemanche, intends to transition to Executive Chairman upon the appointment of a successor. In this position, he will continue to be deeply involved in the business and lead the Board. Until that time, there will be no changes to Courtemanche's current role as CEO. This press release features multimedia. View the full release here: https://www.

      3/10/25 5:15:00 PM ET
      $PCOR
      Computer Software: Prepackaged Software
      Technology
    • Riot Platforms Announces Changes to Its Board of Directors and Provides Update on Formal Evaluation of AI/HPC Uses

      Jaime Leverton, Doug Mouton and Michael Turner to Join the Board and Bring Directly Applicable AI/HPC Conversion, Data Center and Real Estate Experience Retains Evercore and Northland Capital to Lead Engagement with Potential AI/HPC Partners Following Increased Inbound Interest Riot Platforms, Inc. (NASDAQ:RIOT) ("Riot" or "the Company"), an industry leader in vertically integrated Bitcoin mining, today announced the appointment of Jaime Leverton, Doug Mouton and Michael Turner to its Board of Directors (the "Board"). The three new directors were selected through a comprehensive process conducted by the Board's Governance and Nominating Committee, with constructive, independent input fr

      2/12/25 7:15:00 PM ET
      $HUT
      $LINE
      $PCOR
      $RIOT
      Finance: Consumer Services
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      Real Estate Investment Trusts
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    • UKG Hires Sarah Hodges as Chief Marketing Officer

      Key Points: Hodges brings a 20-year track record of marketing success and go-to-market strategic execution at global SaaS providers Autodesk and Procore Technologies Starting on January 6, Hodges will lead brand awareness and creative experiences, product and industry marketing, field marketing, and customer advocacy and digital customer experiences UKG, a leading provider of HR, payroll, workforce management, and culture solutions, today announced that Sarah Hodges will join the company as chief marketing officer (CMO) on January 6, 2025. Hodges will report to UKG President, GTM, Rachel Barger, and lead brand awareness and creative experiences, product and industry marketing, fiel

      12/16/24 11:00:00 AM ET
      $ADSK
      $PCOR
      Computer Software: Prepackaged Software
      Technology