SEC Form SC 13G/A filed by Procore Technologies Inc. (Amendment)
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, $0.0001 PAR VALUE 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 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners II, 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
5,762,920 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
5,762,920 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,762,920 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 3 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners II-B, 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
4,511,205 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
4,511,205 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,511,205 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 4 of 37 Pages |
| 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 (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
2,155,316 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,155,316 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,316 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 5 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners II GP, 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
12,429,441 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
12,429,441 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,429,441 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents shares of Common Stock held by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest L.P., P Series. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 6 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners II TT GP, 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
12,429,441 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
12,429,441 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,429,441 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents shares of Common Stock held by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest L.P., P Series. ICONIQ Strategic Partners II GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series. ICONIQ Strategic Partners II TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners II GP, L.P. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 7 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III, 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
5,237,611 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
5,237,611 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,237,611 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 8 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III-B, 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
5,596,460 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
5,596,460 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,596,460 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 9 of 37 Pages |
| 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 (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
2,042,994 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,042,994 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,994 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 10 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III GP, 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
12,877,065 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
12,877,065 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,065 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents shares of Common Stock held by 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 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 11 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners III TT GP, 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
12,877,065 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
12,877,065 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,065 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents shares of Common Stock held by 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 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 12 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV, 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
2,009,823 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
2,009,823 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,823 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 13 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV-B, 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
3,330,058 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
3,330,058 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,330,058 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 14 of 37 Pages |
| 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 (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
940,443 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
940,443 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
940,443 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 15 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV GP, 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
6,280,324 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
6,280,324 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,280,324 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 16 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners IV TT GP, 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
6,280,324 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
6,280,324 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,280,324 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 17 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V, 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
115,070 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
115,070 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,070 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 18 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V-B, 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
177,265 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
177,265 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,265 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 19 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V GP, 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
292,335 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
292,335 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,335 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 20 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners V TT GP, 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
292,335 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
292,335 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,335 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 21 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI, 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
857,031 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
857,031 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,031 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 22 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI-B, 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
1,069,534 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,069,534 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,534 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 23 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI GP, 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
1,926,565 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,926,565 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,926,565 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 24 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
ICONIQ Strategic Partners VI TT GP, 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
1,926,565 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,926,565 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,926,565 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| (1) | 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 25 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
Divesh Makan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
35,385,173 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
35,385,173 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,385,173 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.7% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (i) 1,579,443 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) 33,805,730 shares of Common Stock beneficially owned by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest L.P., P Series, 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 GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series. 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 26 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
William J.G. Griffith | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
35,487,966 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
35,487,966 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,487,966 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.7% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (i) 1,682,236 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) 33,805,730 shares of Common Stock held directly by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest L.P., P Series, 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 GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series, and may be deemed to beneficially own the shares of stock held directly by each of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P., P Series. 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 27 of 37 Pages |
| 1. | NAMES OF REPORTING PERSONS
Matthew Jacobson | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,996,964 (1) | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
8,996,964 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,996,964 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents (i) 497,740 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. |
| (2) | The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 28 of 37 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. | Filing Person | |||||
| (a) – (c) | Name of Persons Filing; Address; Citizenship: | |||||
| (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. | |||||
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 29 of 37 Pages |
| (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) | Divesh Makan, a citizen of the United States (“Makan”). | |||||
| (xxv) | 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. | |||||
| (xxvi) | 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. | |||||
| 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. | ||||||
| (d) | Title of Class of Securities: | |||||
| Common Stock, $0.0001 par value per share ( “Common Stock”) | ||||||
| (e) | CUSIP Number: 74275K108 | |||||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 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; | ||||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. | Ownership. | |||||
| (a) and (b) | Amount beneficially owned: | |||||||||
| (i) | ICONIQ II directly owns 5,762,920 shares of Common Stock, which represents approximately 4.0% of the outstanding Common Stock. | |||||||||
| (ii) | ICONIQ II-B directly owns 4,511,205 shares of Common Stock, which represents approximately 3.1% of the outstanding Common Stock. | |||||||||
| (iii) | ICONIQ II Co-Invest directly owns 2,155,316 shares of Common Stock, which represents approximately 1.5% of the outstanding Common Stock. | |||||||||
| (iv) | ICONIQ II GP may be deemed to beneficially own 12,429,441 shares of Common Stock owned by the ICONIQ II Funds, which represents approximately 8.7% of the outstanding Common Stock. | |||||||||
| (v) | ICONIQ II Parent GP may be deemed to beneficially own 12,429,441 shares of Common Stock owned by the ICONIQ II Funds, which represents approximately 8.7% of the outstanding Common Stock. | |||||||||
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 30 of 37 Pages |
| (vi) | ICONIQ III directly owns 5,237,611 shares of Common Stock, which represents approximately 3.7% of the outstanding Common Stock. | |||||||
| (vii) | ICONIQ III-B directly owns 5,596,460 shares of Common Stock, which represents approximately 3.9% of the outstanding Common Stock. | |||||||
| (viii) | ICONIQ III Co-Invest directly owns 2,042,994 shares of Common Stock, which represents approximately 1.4% of the outstanding Common Stock. | |||||||
| (ix) | ICONIQ III GP may be deemed to beneficially own 12,877,065 shares of Common Stock owned by the ICONIQ III Funds, which represents approximately 9.0% of the outstanding Common Stock. | |||||||
| (x) | ICONIQ III Parent GP may be deemed to beneficially own 12,877,065 shares of Common Stock owned by the ICONIQ III Funds, which represents approximately 9.0% of the outstanding Common Stock. | |||||||
| (xi) | ICONIQ IV directly owns 2,009,823 shares of Common Stock, which represents approximately 1.4% of the outstanding Common Stock. | |||||||
| (xii) | ICONIQ IV-B directly owns 3,330,058 shares of Common Stock, which represents approximately 2.3% of the outstanding Common Stock. | |||||||
| (xiii) | ICONIQ IV Co-Invest directly owns 940,443 shares of Common Stock, which represents approximately 0.7% 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 4.4% 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 4.4% 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) | Makan may be deemed to beneficially own 35,385,173 shares of Common Stock owned by the ICONIQ II Funds, the ICONIQ III Funds, the ICONIQ IV Funds, the ICONIQ V Funds, the ICONIQ VI Funds and Makan, which represents approximately 24.7% of the outstanding Common Stock. | |||||||
| (xxv) | Griffith may be deemed to beneficially own 35,487,966 shares of Common Stock owned by the ICONIQ II Funds, the ICONIQ III Funds, the ICONIQ IV Funds, the ICONIQ V Funds, the ICONIQ VI Funds and Griffith, which represents approximately 24.7% of the outstanding Common Stock. | |||||||
| (xxvi) | Jacobson may be deemed to beneficially own 8,996,964 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. | |||||||
| (c) | ||||||||
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 31 of 37 Pages |
| Number of Common Stock | ||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
| ICONIQ II |
5,762,920 | 0 | 5,762,920 | 0 | ||||||||||||
| ICONIQ II-B |
4,511,205 | 0 | 4,511,205 | 0 | ||||||||||||
| ICONIQ II Co-Invest |
2,155,316 | 0 | 2,155,316 | 0 | ||||||||||||
| ICONIQ II GP |
12,429,441 | 0 | 12,429,441 | 0 | ||||||||||||
| ICONIQ II Parent GP |
12,429,441 | 0 | 12,429,441 | 0 | ||||||||||||
| ICONIQ III |
5,237,611 | 0 | 5,237,611 | 0 | ||||||||||||
| ICONIQ III-B |
5,596,460 | 0 | 5,596,460 | 0 | ||||||||||||
| ICONIQ III Co-Invest |
2,042,994 | 0 | 2,042,994 | 0 | ||||||||||||
| ICONIQ III GP |
12,877,065 | 0 | 12,877,065 | 0 | ||||||||||||
| ICONIQ III Parent GP |
12,877,065 | 0 | 12,877,065 | 0 | ||||||||||||
| ICONIQ IV |
2,009,823 | 0 | 2,009,823 | 0 | ||||||||||||
| ICONIQ IV-B |
3,330,058 | 0 | 3,330,058 | 0 | ||||||||||||
| ICONIQ IV Co-Invest |
940,443 | 0 | 940,443 | 0 | ||||||||||||
| ICONIQ IV GP |
6,280,324 | 0 | 6,280,324 | 0 | ||||||||||||
| ICONIQ IV Parent GP |
6,280,324 | 0 | 6,280,324 | 0 | ||||||||||||
| ICONIQ V |
115,070 | 0 | 115,070 | 0 | ||||||||||||
| ICONIQ V-B |
177,265 | 0 | 177,265 | 0 | ||||||||||||
| ICONIQ V GP |
292,335 | 0 | 292,335 | 0 | ||||||||||||
| ICONIQ V Parent GP |
292,335 | 0 | 292,335 | 0 | ||||||||||||
| ICONIQ VI |
857,031 | 0 | 857,031 | 0 | ||||||||||||
| ICONIQ VI-B |
1,069,534 | 0 | 1,069,534 | 0 | ||||||||||||
| ICONIQ VI GP |
1,926,565 | 0 | 1,926,565 | 0 | ||||||||||||
| ICONIQ VI Parent GP |
1,926,565 | 0 | 1,926,565 | 0 | ||||||||||||
| Makan |
35,385,173 | 0 | 35,385,173 | 0 | ||||||||||||
| Griffith |
35,487,966 | 0 | 35,487,966 | 0 | ||||||||||||
| Jacobson |
8,996,964 | 0 | 8,996,964 | 0 | ||||||||||||
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
| The percent of class was calculated based on 143,492,433 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission 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 persons have 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. | |||||
| 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. | |||||
| 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. | Certification. | |||||
| Not applicable. | ||||||
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 32 of 37 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
| ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership | ||
| By: ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner | ||
| By: ICONIQ Strategic Partners II TT GP, Ltd, a Cayman Islands exempted company, its General Partner | ||
| By: Kevin Foster | ||
| Title: Authorized Person | ||
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners II Co-Invest, L.P., a Delaware series limited partnership, P Series |
| By: ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 33 of 37 Pages |
| By: ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III Co-Invest, L.P., a Delaware series limited partnership, Series P |
| By: ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners IV, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners IV TT GP, Ltd, a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 34 of 37 Pages |
| ICONIQ Strategic Partners IV-B, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners IV Co-Invest, L.P., a Delaware series limited partnership, Series P |
| By: ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners V TT GP, Ltd, a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 35 of 37 Pages |
| ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners VI TT GP, Ltd, a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership, its General Partner |
| By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 36 of 37 Pages |
| ICONIQ Strategic Partners IV GP, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership |
| By: ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company, its General Partner |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners IV TT GP, Ltd., a Cayman Islands exempted company |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| CUSIP No. 74275K108 | SCHEDULE 13G | Page 37 of 37 Pages |
| ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company |
| By: Kevin Foster |
| Title: Authorized Person |
| /s/ Kevin Foster |
| Signature of Reporting Person |
| /s/ Divesh Makan |
| Signature of Reporting Person |
| /s/ William J.G. Griffith |
| Signature of Reporting Person |
| /s/ Matthew Jacobson |
| Signature of Reporting Person |