Edgar Filing: INSTRUCTURE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

Marcus Adam D.

2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2015

(Street)

SALT LAKE CITY, UT 84121

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2015		C		112,096	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	116,312	I	By OpenView Affiliates Fund II, L.P. ⁽⁴⁾
Common Stock	11/18/2015		C		168,898	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	175,251	I	By OpenView Affiliates Fund, L.P. ⁽⁴⁾
Common Stock	11/18/2015		C		2,274,690	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,360,251	I	By OpenView Venture Partners II, L.P. ⁽⁴⁾
Common Stock	11/18/2015		C		2,217,888	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,301,312	I	By OpenView Venture Partners, L.P. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

11/18/2015

3,126

⁽¹⁾

⁽⁵⁾

Common Stock

3,126

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

4,710

⁽¹⁾

⁽⁵⁾

Common Stock

4,710

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

63,433

⁽¹⁾

⁽⁵⁾

Common Stock

63,433

$ 0

By OpenView Venture Partners II, L.P. ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

61,849

⁽¹⁾

⁽⁵⁾

Common Stock

61,849

$ 0

By OpenView Venture Partners, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

92,090

⁽²⁾

⁽⁵⁾

Common Stock

92,090

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

138,752

⁽²⁾

⁽⁵⁾

Common Stock

138,752

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

1,868,694

⁽²⁾

⁽⁵⁾

Common Stock

1,868,694

$ 0

By OpenView Venture Partners II, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

1,822,031

⁽²⁾

⁽⁵⁾

Common Stock

1,822,031

$ 0

By OpenView Venture Partners, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

16,880

⁽³⁾

⁽⁵⁾

Common Stock

16,880

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

25,436

⁽³⁾

⁽⁵⁾

Common Stock

25,436

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

342,563

⁽³⁾

⁽⁵⁾

Common Stock

342,563

$ 0

By OpenView Venture Partners II, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

334,008

⁽³⁾

⁽⁵⁾

Common Stock

334,008

$ 0

By OpenView Venture Partners, L.P. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Marcus Adam D. C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT 84121	X	X

Signatures

/s/ Matthew A. Kaminer, Attorney-in-Fact		11/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The Series A Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(2)	The Series B Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(3)	The Series C Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(4)	OpenView Management, LLC is the general partner of the general partner of each of OpenView Affiliates Fund II, L.P., OpenView Affiliates Fund, L.P., OpenView Venture Partners II, L.P. and OpenView Venture Partners, L.P. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities, except to the extent of his pecuniary interest therein.
(5)	Not applicable.

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