0000899140-16-001101.txt : 20160209 0000899140-16-001101.hdr.sgml : 20160209 20160209163204 ACCESSION NUMBER: 0000899140-16-001101 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160209 DATE AS OF CHANGE: 20160209 GROUP MEMBERS: INSIGHT HOLDINGS GROUP, LLC GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES VIII, LTD. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L GROUP MEMBERS: INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSTRUCTURE INC CENTRAL INDEX KEY: 0001355754 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89329 FILM NUMBER: 161400223 BUSINESS ADDRESS: STREET 1: 6330 SOUTH 3000 EAST, SUITE 700 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: (800) 203-6755 MAIL ADDRESS: STREET 1: 6330 SOUTH 3000 EAST, SUITE 700 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Insight Venture Partners VIII, L.P. CENTRAL INDEX KEY: 0001574478 IRS NUMBER: 981100706 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 i16178104.htm SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
Instructure, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45781U103
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[     ]
Rule 13d-1(b)
  
 
[     ]
Rule 13d-1(c)
  
 
[ X ]
Rule 13d-1(d)
  
       
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
1
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  2  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners VIII, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
805,433
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
805,433
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
805,433
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.0%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
2
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  3  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners (Cayman) VIII, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
208,341
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
208,341
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
208,341
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.8%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
3
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  4  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners (Delaware) VIII, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
255,458
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
255,458
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
255,458
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.0%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
 
4
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  5  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners VIII (Co-Investors), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
28,743
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
28,743
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,743
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.1%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
 
5
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  6  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners Coinvestment Fund III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
753,005
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
753,005
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
753,005
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.8%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
6
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  7  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
544,972
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
544,972
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
544,972
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.1%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
 
7
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  8  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Associates VIII, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,297,975
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,297,975
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,297,975
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
 
 
 
8
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  9  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
 
Insight Venture Associates VIII, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,297,975
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,297,975
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,297,975
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON*
 
CO
 
 
 
 
 
 
 
 
 
 
 
 
9
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  10  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Associates Coinvestment III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,297,977
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,297,977
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,297,977
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
 
 
 
10
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  11  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Venture Associates Coinvestment III, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,297,977
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,297,977
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,297,977
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON*
 
CO
 
 
 
 
 
 
 
 
 
11
 
 
 
CUSIP No.  45781U103
 
 
13G
 
 
Page  12  of  18  Pages
 

1
NAME OF REPORTING PERSON
 
Insight Holdings Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,595,952
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,595,952
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,595,952
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.8%
12
TYPE OF REPORTING PERSON*
 
OO

 
 
 
 
 
 
 
 
 
12
 

Item 1(a):
Name of Issuer:
   
 
Instructure, Inc. (the “Company”)
   
Item 1(b):
Address of Issuer’s Principal Executive Offices:
   
 
6330 South 3000 East, Suite 700
 
Salt Lake City, UT 84121
   
Item 2:
(a)            Name of Person Filing
 
Insight Venture Partners VIII, L.P.
 
 
Insight Venture Partners (Cayman) VIII, L.P.
 
 
Insight Venture Partners (Delaware) VIII, L.P
 
 
Insight Venture Partners VIII (Co-Investors), L.P.
 
 
Insight Venture Partners Coinvestment Fund III, L.P.
 
 
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
 
 
Insight Venture Associates VIII, L.P.
 
 
Insight Venture Associates VIII, Ltd.
 
 
Insight Venture Associates Coinvestment III, L.P.
 
 
Insight Venture Associates Coinvestment III, Ltd.
 
 
Insight Holdings Group, LLC
   
(b)            The address of the principal business and principal office of each of the Reporting Persons listed above is:
 
1114 Avenue of the Americas
  
 
36th Floor
  
 
New York, New York 10036
 
  
(c)            Citizenship
 
Insight Venture Partners VIII, L.P.
Cayman Islands
 
Insight Venture Partners (Cayman) VIII, L.P.
Cayman Islands
 
Insight Venture Partners (Delaware) VIII, L.P.
Delaware
 
Insight Venture Partners VIII (Co-Investors), L.P.
Cayman Islands
 
Insight Venture Partners Coinvestment Fund III, L.P.
Cayman Islands
 
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
Delaware
 
 
 
 
 
 
 
 
 
13
 
 
 
Insight Venture Associates VIII, L.P.
Cayman Islands
 
Insight Venture Associates VIII, Ltd.
Cayman Islands
 
Insight Venture Associates Coinvestment III, L.P.
Cayman Islands
 
Insight Venture Associates Coinvestment III, Ltd.
Cayman Islands
 
Insight Holdings Group, LLC
Delaware
     
(d)            Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (“Common Stock”)
  
(e)            CUSIP Number
 
45781U103
Item 3:                          If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
A.
[ ]
Broker or dealer registered under Section 15 of the Act,
 
 
B.
[ ]
Bank as defined in Section 3(a)(6) of the Act,
 
 
C.
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act,
 
 
D.
[ ]
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
 
E.
[ ]
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
 
 
F.
[ ]
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
 
 
G.
[ ]
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
 
 
H.
[ ]
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
 
I.
[ ]
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
 
J.
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
Item 4:                          Ownership:
Item 4: Ownership:
This Schedule 13G is being filed by Insight Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP VIII"), Insight Venture Partners (Cayman) VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP Cayman VIII"), Insight Venture Partners (Delaware) VIII, L.P., a Delaware limited partnership (hereinafter referred to as "IVP Delaware VIII"),  and Insight Venture Partners VIII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP VIII Co-Investors", and together with IVP VIII, IVP Cayman VIII and IVP Delaware VIII, the "Insight VIII Funds"), Insight Venture Partners Coinvestment Fund III, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP III"), Insight Venture Partners Coinvestment Fund (Delaware) III, L.P., a Delaware limited partnership (hereinafter referred to as "IVP Delaware III", and together with IVP III, the Insight III Funds), Insight Venture Associates VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "Associates VIII LP"), Insight Venture Associates VIII, Ltd., a Cayman Islands
 
 
14
exempted company (hereinafter referred to as “Associates VIII Ltd”), Insight Venture Associates Coinvestment III, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "Coinvestment III LP"), Insight Venture Associates Coinvstment III, Ltd., a Cayman Islands exempted company (hereinafter referred to as “Coinvestment III Ltd”), and Insight Holdings Group, LLC, a Delaware limited liability company (hereinafter referred to as "Holdings" and, together with Associates VIII LP, Associates VIII Ltd, Coinvestment III LP, Coinvestment III Ltd, the Insight VIII Funds and the Insight III Funds, the “Reporting Persons”). Associates VIII LP is the general partner of each of the Insight VIII Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds.  Associates VIII Ltd is the general partner of Associates VIII LP, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds.  Coinvestment III LP is the general partner of each of the Insight III Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight III Funds.  Coinvestment III Ltd is the general partner of Coinvestment III LP, and as such may be deemed to be the beneficial owner of all shares held by the Insight III Funds.  Holdings is the sole shareholder of Associates VIII Ltd and Coinvestment III Ltd, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds and the Insight III Funds.  As a result, the beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Schedule 13G, is as follows:

Insight Venture Partners VIII, L.P.
(a) Amount beneficially owned: 805,433
(b) Percent of class: 3.0%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 805,433
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 805,433
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Partners (Cayman) VIII, L.P.
(a) Amount beneficially owned: 208,341
(b) Percent of class: 0.8%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 208,341
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 208,341
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Partners (Delaware) VIII, L.P.
(a) Amount beneficially owned: 255,458
(b) Percent of class: 1.0%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 255,458
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 255,458
 
 
 
 
 
 
 
 
 
15
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Partners VIII (Co-Investors), L.P.
(a) Amount beneficially owned: 28,743
(b) Percent of class: 0.1%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 28,743
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 28,743
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Partners Coinvestment Fund III, L.P.
(a) Amount beneficially owned: 753,005
(b) Percent of class: 2.8%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 753,005
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 753,005
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
(a) Amount beneficially owned: 544,972
(b) Percent of class: 2.1%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 544,972
(ii)            Shared power to vote or direct the vote: 0
(iii)            Sole power to dispose or direct the disposition: 544,972
(iv)            Shared power to dispose or direct the disposition: 0

Insight Venture Associates VIII, L.P.
(a) Amount beneficially owned: 1,297,975
(b) Percent of class: 4.9%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 0
(ii)            Shared power to vote or direct the vote: 1,297,975
(iii)            Sole power to dispose or direct the disposition: 0
(iv)            Shared power to dispose or direct the disposition: 1,297,975

Insight Venture Associates VIII, Ltd.
(a) Amount beneficially owned: 1,297,975
(b) Percent of class: 4.9%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 0
(ii)            Shared power to vote or direct the vote: 1,297,975
(iii)            Sole power to dispose or direct the disposition: 0
(iv)            Shared power to dispose or direct the disposition: 1,297,975
 
 
 
 
 
 
 
16

Insight Venture Associates Coinvestment III, L.P.
(a) Amount beneficially owned: 1,297,977
(b) Percent of class: 4.9%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 0
(ii)            Shared power to vote or direct the vote: 1,297,977
(iii)            Sole power to dispose or direct the disposition: 0
(iv)            Shared power to dispose or direct the disposition: 1,297,977

Insight Venture Associates Coinvestment III, Ltd.
(a) Amount beneficially owned: 1,297,977
(b) Percent of class: 4.9%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 0
(ii)            Shared power to vote or direct the vote: 1,297,977
(iii)            Sole power to dispose or direct the disposition: 0
(iv)            Shared power to dispose or direct the disposition: 1,297,977

Insight Holdings Group, LLC
(a) Amount beneficially owned: 2,595,952
(b) Percent of class: 9.8%.*
(c) Number of shares as to which such person has:
(i)            Sole power to vote or direct the vote: 0
(ii)            Shared power to vote or direct the vote: 2,595,952
(iii)            Sole power to dispose or direct the disposition: 0
(iv)            Shared power to dispose or direct the disposition: 2,595,952

* The percentages used in this Schedule 13G, including the cover pages hereto, are calculated based upon the 26,535,566 shares of Common Stock issued and outstanding, after taking into account the offering described therein, as reported in the Company’s Prospectus filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission on November 13, 2015.
Item 5:                          Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]
Item 6:                          Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7:                          Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
N/A
 
 
 
 
 
 
 
 
 
17

Item 8:                          Identification and Classification of Members of the Group:
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1.  Each of the Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
Item 9:                          Notice of Dissolution of Group:
N/A
Item 10:                      Certification:
N/A
 
 
 
 
 
 
 
 
 
18
 
 
 
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
INSIGHT VENTURE PARTNERS VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 
 
 
 
 
 
 
 
 
 

 

 
INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, L.P., its general partner
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, L.P., its general partner
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
INSIGHT VENTURE ASSOCIATES VIII, L.P.
   
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
INSIGHT VENTURE ASSOCIATES VIII, LTD.
   
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
 
 
 
 
 
 
 
 

 

 
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD.
   
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
   
 
INSIGHT HOLDINGS GROUP, LLC
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Authorized Officer
   
   
   


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX

Exhibit 99.1: Joint Filing Agreement, dated February 9, 2016, by and among the Reporting Persons.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-99.1 2 i16178104b.htm JOINT FILING AGREEMENT
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
 
 Dated:  February 9, 2016
INSIGHT VENTURE PARTNERS VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 Dated:  February 9, 2016
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 Dated:  February 9, 2016
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 Dated: February 9, 2016
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
   
 
By: Insight Venture Associates VIII, L.P., its general partner
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 
 
 
 
 
 
 
 
 
 

 

 Dated:  February 9, 2016
INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, L.P., its general partner
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 Dated:  February 9, 2016
INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, L.P., its general partner
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 Dated: February 9, 2016
INSIGHT VENTURE ASSOCIATES VIII, L.P.
   
 
By: Insight Venture Associates VIII, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 Dated: February 9, 2016
INSIGHT VENTURE ASSOCIATES VIII, LTD.
   
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
 Dated: February 9, 2016
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P.
   
 
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
 
 
 
 
 
 
 
 
 

 

 Dated: February 9, 2016
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD.
   
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Vice President
   
   
   
 Dated: February 9, 2016
INSIGHT HOLDINGS GROUP, LLC
   
 
By:
/s/ Blair Flicker                                               
   
Name:  Blair Flicker
   
Title: Authorized Officer