William J.G. Griffith, a director and 10% owner of Procore Technologies, Inc., filed a Form 4 on November 10, 2026, reporting in-kind distributions of Procore Common Stock from three ICONIQ Strategic Partners III-series funds on November 6, 2026.

Key Highlights

  • Three distributions on November 6, 2026: ICONIQ Strategic Partners III, L.P. distributed 813,479 shares; ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares of Procore Common Stock.
  • Transaction code J: All three distribution events were coded "J" in the filing, with shares recorded as disposed of (D) from each respective fund.
  • No consideration: According to the filing, each distribution was made "for no consideration," with shares allocated to limited partners and to ICONIQ Strategic Partners III GP, L.P. on a pro rata basis.
  • Griffith's direct holdings after transactions: The filing shows 3,765,810 shares held directly, including 4,712 shares issuable upon settlement of restricted stock units (RSUs) and 3,761,098 shares held through a family trust and another estate planning trust.
  • Griffith received shares in the distributions: According to the filing, Griffith's direct holdings include "an aggregate of 172,234 ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ III Co-Invest Shares received in the distributions described herein."
  • RSU proceeds policy: The filing states that proceeds of any sale of shares issued upon RSU settlement "will be transferred to ICONIQ Capital, LLC."
  • Beneficial ownership disclaimer: The filing states that Griffith "disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any."

ICONIQ Fund Distributions of Procore Shares Reported by Director Griffith

William J.G. Griffith, identified in the filing as a director and 10% owner of Procore Technologies, Inc. (NYSE:PCOR), reported that three affiliated ICONIQ Strategic Partners III-series limited partnerships each made in-kind distributions of Procore Common Stock to their respective limited partners on November 6, 2026. ICONIQ Strategic Partners III, L.P. distributed 813,479 shares; ICONIQ Strategic Partners III-B, L.P. distributed 869,214 shares; and ICONIQ Strategic Partners III Co-Invest, L.P., Series P distributed 317,307 shares. In each case, shares were also distributed to ICONIQ Strategic Partners III GP, L.P., which then passed those shares along to its own partners on a pro rata basis. The filing states all distributions were made in accordance with exemptions under Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.

According to the filing, Griffith serves as a General Partner and Managing Director at ICONIQ Capital, a San Francisco-based firm. The filing identifies a complex ownership structure in which Divesh Makan and Griffith are the sole equity holders of ICONIQ Strategic Partners III TT GP, Ltd., the ultimate general partner of the ICONIQ III-series funds involved in these distributions. Griffith, Makan, and Matthew Jacobson are described as the sole equity holders of the parent general partners for the ICONIQ IV, V, and VI fund series, which also hold Procore shares indirectly but were not involved in the November 6, 2026 transactions.

Procore Technologies develops construction management software, and Griffith's beneficial ownership encompasses shares held across multiple ICONIQ fund vehicles as well as shares held directly through personal trusts. Following the reported transactions, the filing shows remaining indirect beneficial ownership in multiple ICONIQ IV, V, and VI-series funds totaling millions of additional Procore shares, though no transactions were reported for those holdings in this filing. The RSUs reported as part of Griffith's direct holdings are described as held in his capacity as a director of the issuer.

What Was Disclosed

This Form 4 covers three in-kind distributions of Procore Common Stock from ICONIQ III-series funds on November 6, 2026, each made for no consideration on a pro rata basis to limited partners, with Griffith retaining 3,765,810 shares in direct holdings and additional shares indirectly across multiple ICONIQ funds.