Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Deeter Byron B
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2015
3. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]
(Last)
(First)
(Middle)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LARCHMONT, NY 10538
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 0
I
See Footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (3)   (3) Common Stock 16,406 $ 0 (4) D  
Series A Preferred Stock   (5)   (6) Common Stock 0 $ (5) I See Footnotes (2) (7)
Series D Preferred Stock   (8)   (6) Common Stock 0 $ (8) I See Footnotes (2) (9)
Series E Preferred Stock   (10)   (6) Common Stock 0 $ (10) I See Footnotes (2) (11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Deeter Byron B
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
  X      

Signatures

/s/ Matthew A. Kaminer, Attorney-in-Fact 11/12/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") owns 122,148 shares. Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") owns 101,565 shares.
(2) The Reporting Person is a director of Deer VIII & Co. Ltd, which is the general partner of Deer VIII & Co. L.P., which is the general partner of the Bessemer Entities. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII & Co. Ltd., his interest in Deer VIII & Co. L.P. and his indirect limited partnership interest in the Bessemer Entities. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
(3) Subject to the Reporting Person providing continuous service, the restricted stock units (the "RSU") shall vest annually with (i) one-third vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after November 12, 2015 and (ii) two-thirds vesting on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after the November 12, 2015.
(4) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(5) The Series A Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series A Preferred Stock will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(6) Not applicable.
(7) BVP Institutional owns 36,400 shares. BVP VIII owns 30,266 shares.
(8) The Series D Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series D Preferred Stock will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(9) BVP Institutional owns 1,190,440 shares. BVP VIII owns 989,853 shares.
(10) The Series E Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series E Preferred Stock will automatically convert into Common Stock of the Issuer upon the closing of the initial public offering at a ratio depending upon the Issuer's initial public offering price.
(11) BVP Institutional owns 99,630 shares. BVP VIII owns 82,842 shares.

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