SEC Form SC 13G/A filed by Procore Technologies Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 |
| (Title of Class of Securities) |
| 74275K108 |
| (CUSIP Number) |
| December 31, 2022 |
| (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)
[X] 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 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Tiger Global Private Investment Partners XI, L.P. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 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 | |
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
| CUSIP No | 74275K108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Tiger Global PIP Performance XI, L.P. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 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 | |
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
| CUSIP No | 74275K108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Tiger Global PIP Management XI, Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 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 | |
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
| CUSIP No | 74275K108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Tiger Global Management, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA |
|
| CUSIP No | 74275K108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Charles P. Coleman III | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
|
| CUSIP No | 74275K108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Scott Shleifer | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [X] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| 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 (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0% | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
|
| CUSIP No | 74275K108 |
| Item 1. | (a). | Name of Issuer: | |
| Procore Technologies, Inc. |
| (b). | Address of Issuer's Principal Executive Offices: | ||
|
6309 Carpinteria Avenue Carpinteria, CA 93013 |
| Item 2. | (a). | Name of Person Filing: | |
|
Tiger Global Private Investment Partners XI, L.P. Tiger Global PIP Performance XI, L.P. Tiger Global PIP Management XI, Ltd. Tiger Global Management, LLC Charles P. Coleman III Scott Shleifer |
| (b). | Address of Principal Business Office, or if None, Residence: | ||
|
Tiger Global Private Investment Partners XI, L.P. Tiger Global PIP Performance XI, L.P. Tiger Global PIP Management XI, Ltd. c/o Campbells Corporate Services Limited P.O. Box 268 Floor 4 Willow House Cricket Square Grand Cayman KY1-1104 Cayman Islands
Tiger Global Management, LLC 9 West 57th Street 35th Floor New York, New York 10019
Charles P. Coleman III c/o Tiger Global Management, LLC 9 West 57th Street 35th Floor New York, New York 10019
Scott Shleifer c/o Tiger Global Management, LLC 9 West 57th Street 35th Floor New York, New York 10019 |
| (c). |
Citizenship:
Tiger Global Private Investment Partners XI, L.P. – Cayman Islands limited partnership Tiger Global PIP Performance XI, L.P. – Cayman Islands limited partnership Tiger Global PIP Management XI, Ltd. – Cayman Islands exempted company Tiger Global Management, LLC – Delaware limited liability company Charles P. Coleman III – United States citizen Scott Shleifer – United States citizen | ||
| (d). | Title of Class of Securities: | ||
| Common Stock, $0.0001 par value | |||
| (e). | CUSIP Number: | ||
| 74275K108 |
| Item 3. | If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
| (a) | [_] | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [_] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [_] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [_] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [_] | Group, in accordance with s.240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: |
|
0 shares deemed beneficially owned by Tiger Global Private Investment Partners XI, L.P. 0 shares deemed beneficially owned by Tiger Global PIP Performance XI, L.P. 0 shares deemed beneficially owned by Tiger Global PIP Management XI, Ltd. 0 shares deemed beneficially owned by Tiger Global Management, LLC 0 shares deemed beneficially owned by Charles P. Coleman III 0 shares deemed beneficially owned by Scott Shleifer |
| (b) | Percent of class: |
|
0.0% deemed beneficially owned by Tiger Global Private Investment Partners XI, L.P. 0.0% deemed beneficially owned by Tiger Global PIP Performance XI, L.P. 0.0% deemed beneficially owned by Tiger Global PIP Management XI, Ltd. 0.0% deemed beneficially owned by Tiger Global Management, LLC 0.0% deemed beneficially owned by Charles P. Coleman III 0.0% deemed beneficially owned by Scott Shleifer |
| Number of shares as to which Tiger Global Private Investment Partners XI, L.P. 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 |
| Number of shares as to which Tiger Global PIP Performance XI, L.P. 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 |
| Number of shares as to which Tiger Global PIP Management XI, Ltd. 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 | ||
|
Number of shares as to which Tiger Global Management, LLC 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 |
| Number of shares as to which Charles P. Coleman III 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 |
| Number of shares as to which Scott Shleifer 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 |
| 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 [X]. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. | |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. | |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
| If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. | |
| N/A | |
| Item 9. | Notice of Dissolution of Group. |
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. | |
| N/A | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |
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.
| February 14, 2023 | ||
| (Date) | ||
|
Tiger Global Private Investment Partners XI, L.P. By Tiger Global PIP Performance XI, L.P. Its General Partner By Tiger Global PIP Management XI, Ltd. Its General Partner
|
/s/ Eric Lane
| |
|
Tiger Global PIP Performance XI, L.P. By Tiger Global PIP Management XI, Ltd. Its General Partner |
/s/ Eric Lane Signature Eric Lane President & Chief Operating Officer | |
| Tiger Global PIP Management XI, Ltd. | /s/ Eric Lane Signature Eric Lane President & Chief Operating Officer | |
|
Tiger Global Management, LLC |
/s/ Eric Lane | |
| Charles P. Coleman III | /s/ Charles P. Coleman III Signature | |
| Scott Shleifer | /s/ Scott Shleifer Signature | |
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 2 dated February 14, 2023 relating to the Common Stock, $0.0001 par value of Procore Technologies, Inc. shall be filed on behalf of the undersigned.
| February 14, 2023 | |
| (Date) |
|
Tiger Global Private Investment Partners XI, L.P. By Tiger Global PIP Performance XI, L.P. Its General Partner By Tiger Global PIP Management XI, Ltd. Its General Partner
|
/s/ Eric Lane
| |
|
Tiger Global PIP Performance XI, L.P. By Tiger Global PIP Management XI, Ltd. Its General Partner |
/s/ Eric Lane Signature Eric Lane President & Chief Operating Officer | |
| Tiger Global PIP Management XI, Ltd. | /s/ Eric Lane Signature Eric Lane President & Chief Operating Officer | |
|
Tiger Global Management, LLC |
/s/ Eric Lane | |
| Charles P. Coleman III | /s/ Charles P. Coleman III Signature | |
| Scott Shleifer | /s/ Scott Shleifer Signature |