SEC FORM 4

SEC Form 4

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^*

EPIC VENTURE FUND IV, LLC

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

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

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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		2,578,199	A	$0⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	2,672,811	D⁽¹⁾
Common Stock	11/18/2015		C		319,306	A	$0⁽⁴⁾	572,806	I	By Epic Expansion Capital Annex, LLC⁽¹⁾
Common Stock	11/18/2015		C		1,168,549	A	$0⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	1,204,460	I	By Zions SBIC LLC⁽²⁾
Common Stock	11/18/2015		C		374,999	A	$0⁽⁸⁾	374,999	I	Epic Expansion Capital, LLC⁽¹⁾
Common Stock								39,149	I	By Kent I. Madsen⁽³⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁴⁾	11/18/2015		C			319,306	⁽⁴⁾	⁽⁹⁾	Common Stock	319,306	$0	0	I	By Epic Expansion Capital Annex, LLC⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	11/18/2015		C			1,352,194	⁽⁴⁾	⁽⁹⁾	Common Stock	1,352,194	$0	0	D⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	11/18/2015		C			26,623	⁽⁴⁾	⁽⁹⁾	Common Stock	26,623	$0	0	I	By Zions SBIC LLC⁽²⁾
Series B Preferred Stock	⁽⁵⁾	11/18/2015		C			784,314	⁽⁵⁾	⁽⁹⁾	Common Stock	784,314	$0	0	D⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	11/18/2015		C			784,313	⁽⁵⁾	⁽⁹⁾	Common Stock	784,313	$0	0	I	By Zions SBIC LLC⁽²⁾
Series C Preferred Stock	⁽⁶⁾	11/18/2015		C			378,799	⁽⁶⁾	⁽⁹⁾	Common Stock	378,799	$0	0	D⁽¹⁾
Series C Preferred Stock	⁽⁶⁾	11/18/2015		C			143,777	⁽⁶⁾	⁽⁹⁾	Common Stock	143,777	$0	0	I	By Zions SBIC LLC⁽²⁾
Series D Preferred Stock	⁽⁷⁾	11/18/2015		C			62,892	⁽⁷⁾	⁽⁹⁾	Common Stock	62,892	$0	0	D⁽¹⁾
Series D Preferred StockCommon Stock	⁽⁷⁾	11/18/2015		C			213,836	⁽⁷⁾	⁽⁹⁾	Common Stock	213,836	$0	0	I	By Zions SBIC LLC⁽²⁾
Series E Preferred Stock	⁽⁸⁾	11/18/2015		C			273,710	⁽⁸⁾	⁽⁹⁾	Common Stock	374,999	$0	0	I	By Epic Expansion Capital, LLC⁽¹⁾

1. Name and Address of Reporting Person^*

EPIC VENTURE FUND IV, LLC

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Epic Expansion Capital Annex, LLC

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ZIONS SBIC LLC

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Epic Expansion Capital, LLC

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MADSEN KENT

(Last)

(First)

(Middle)

C/O EPIC VENTURES

15 W. SOUTH TEMPLE #500

(Street)

SALT LAKE CITY

84101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Epic Management Partners, LLC (EMP) is the investment manager of Epic Venture Fund IV, LLC (EVF IV), Epic Expansion Capital Annex, LLC (EECA) and Epic Expansion Capital, LLC (EEC) and has sole voting and investment power with regard to the shares held directly by EVF IV, EECA and EEC. E. Nicholaus Efstratis and Kent I. Madsen are the managers of EMP and, therefore, may be deemed to share voting and investment power with regard to the shares held by EVF IV, EECA and EEC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.

2. ZWMC IV, L.L.C. (ZWMC) is the investment manager of Zions SBIC LLC (Zions SBIC) and has sole voting and investment power with regard to the shares held directly by Zions SBIC. E. Nicholaus Efstratis and Kent I. Madsen are the managers of ZWMC and, therefore, may be deemed to share voting and investment power with regard to the shares held by Zions SBIC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.

3. These shares are owned directly by Kent I. Madsen.

4. The Series A Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.

5. The Series B Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.

6. The Series C Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.

7. The Series D Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.

8. The Series E Preferred Stock converted into Common Stock of the Issuer on a 1-to-3.700625 basis upon closing of the initial public offering of the Issuer.

9. Not applicable.

	/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Venture Fund IV, LLC	11/19/2015
	/s/ Kent I. Madsen, Manager of ZWMC, IV, L.L.C., Investment Manager of Zions SBIC LLC	11/19/2015
	/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Expansion Capital Annex, LLC	11/19/2015
	/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Expansion Capital, LLC	11/19/2015
	/s/ Kent I. Madsen, an individual	11/19/2015
	** 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).
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