Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Procore Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
| Equity | Common Stock, $0.0001 par value per share | 457(c) and 457(h) | 6,702,346 (2) | $64.74 (4) | $433,909,880 | 0.0000927 | $40,224 | |||||||
| Equity | Common Stock, $0.0001 par value per share | 457(c) and 457(h) | 1,340,469 (3) | $55.03 (5) | $73,766,009 | 0.0000927 | $6,839 | |||||||
| Total Offering Amounts | $47,063 | |||||||||||||
| Total Fee Offsets (6) | — | |||||||||||||
| Net Fee Due | $47,063 | |||||||||||||
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Procore Technologies, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock, as applicable. |
| (2) | Represents 6,702,346 additional shares of common stock available for issuance as a result of the annual evergreen increase on January 1, 2022 under the Registrant’s 2021 Equity Incentive Plan. |
| (3) | Represents 1,340,469 additional shares of common stock available for issuance as a result of the annual evergreen increase on January 1, 2022 under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). |
| (4) | Estimated in accordance with Rule 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $64.74, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 25, 2022. |
| (5) | Estimated in accordance with Rule 457(c) and Rule 457(h) solely for purposes of calculating the registration fee. The offering price per share is based upon $55.03, which is the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 25, 2022, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP. |
| (6) | The Registrant does not have any fee offsets. |