FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [ INST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/19/2016 | S | 0(1) | D | $0.00(1) | 0(2) | I | See Footnotes(2)(3) | ||
Common Stock | 08/22/2016 | S | 0(4) | D | $0.00(4) | 0(5) | I | See Footnotes(3)(5) | ||
Common Stock | 08/23/2016 | S | 0(7) | D | $0.00(7) | 0(8) | I | See Footnotes(3)(8) | ||
Common Stock | 14,267(6) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On August 19, 2016, Bessemer Venture Partners VIII L.P. ("BVP VIII") and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst" and together with BVP VIII, the "Funds") sold 22,700 and 27,300 shares, respectively, of Common Stock of the Issuer at a sale price of $23.88 per share. |
2. After the above transaction, BVP VIII owned 545,027 shares and BVP VIII Inst owned 655,475 shares. |
3. Mr. Deeter is a director of Deer VIII & Co. Ltd. ("Deer VIII Ltd"), the general partner of Deer VIII & Co. L.P. ("Deer VII LP"), the general partner of the Funds. Mr. Deeter disclaims beneficial ownership of the securities sold by the Funds, and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, and his indirect limited partnership interest in the Funds. |
4. On August 22, 2016, BVP VIII and BVP VIII Inst sold 22,700 and 27,300 shares, respectively, of Common Stock of the Issuer at a sale price of $23.80 per share. |
5. After the above transaction, BVP VIII owned 522,327 shares and BVP VIII Inst owned 628,175 shares. |
6. Includes 8,798 shares received by Mr. Deeter in distributions-in-kind by the Funds on August 18, 2016, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "DIKs'). After the DIKs, BVP VIII and BVP VIII Inst owned 567,727 and 682,775 shares, respectively. |
7. On August 23, 2016, BVP VIII and BVP VIII Inst sold 18,160 and 21,840 shares, respectively, of Common Stock of the Issuer at a sale price of $23.81 per share. |
8. After the above transaction, BVP VIII owned 504,167 shares and BVP VIII Inst owned 606,335 shares. |
Remarks: |
/s/ Byron Deeter | 08/23/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |