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 *
  Macfarlane Mitch
 2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2017		 3. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]
(Last)
(First)
(Middle)
C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SALT LAKE CITY, UT 84121		 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 89,428
D
 

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   (1)   (1) Common Stock 15,215 $ (2) D  
Restricted Stock Units   (3)   (3) Common Stock 16,730 $ (2) D  
Stock Option (Right to Buy)   (4) 01/24/2027 Common Stock 27,068 $ 21.75 D  
Stock Option (Right to Buy)   (5) 10/16/2022 Common Stock 33,333 $ 0.99 D  
Stock Option (Right to Buy)   (6) 11/11/2024 Common Stock 26,666 $ 8.43 D  
Stock Option (Right to Buy)   (7) 04/28/2025 Common Stock 23,332 $ 11.25 D  
Stock Option (Right to Buy)   (8) 02/26/2026 Common Stock 31,452 $ 13.79 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Macfarlane Mitch
C/O INSTRUCTURE, INC.
6330 SOUTH 3000 EAST, SUITE 700
SALT LAKE CITY, UT 84121		       Chief Operating Officer  

Signatures

/s/ Matthew A. Kaminer, Attorney-in-Fact 02/06/2017
**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) The restricted stock unit (the "RSU") shall vest in quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of March 1, 2016 (the "Vesting Commencement Date") and 1/16th of the RSU on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
(2) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(3) The RSU shall vest in quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of March 1, 2017 (the "Vesting Commencement Date") and 1/16th of the RSU on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
(4) The shares subject to this option shall vest in equal quarterly installments, at a rate of 1/16th of the total number of shares on the quarterly anniversary of March 1, 2017 (the "Vesting Commencement Date") and 1/16th of the total number of shares on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
(5) The shares subject to this option vested at a rate of twenty-five percent of the total number of shares on the one-year anniversary of September 1, 2012 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter, such that the total number of shares were fully vested on the four-year anniversary of the Vesting Commencement Date.
(6) The shares subject to this option vested at a rate of 1/12th of the total number of shares each monthly anniversary of November 15, 2015 (the "Vesting Commencement Date") such that the total number of shares were fully vested on the two-year anniversary of the Vesting Commencement Date.
(7) The shares subject to this option shall vest in equal monthly installments, at a rate of 1/12th of the total number of shares on each monthly anniversary of November 15, 2016 (the "Vesting Commencement Date") so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the one-year anniversary of the Vesting Commencement Date.
(8) The shares subject to this option shall vest in equal quarterly installments, at a rate of 1/16th of the total number of shares on the quarterly anniversary of March 1, 2016 (the "Vesting Commencement Date") and 1/16th of the total number of shares on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

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