0000899243-20-009561.txt : 20200326 0000899243-20-009561.hdr.sgml : 20200326 20200326173333 ACCESSION NUMBER: 0000899243-20-009561 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200324 FILED AS OF DATE: 20200326 DATE AS OF CHANGE: 20200326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONROY WILLIAM M CENTRAL INDEX KEY: 0001259991 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 20747129 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-24 1 0001355754 INSTRUCTURE INC INST 0001259991 CONROY WILLIAM M C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY UT 84121 1 0 0 0 Common Stock 2020-03-24 4 U 0 29632 49.00 D 0 D Common Stock 2020-03-24 4 U 0 87169 49.00 D 0 I By Conroy Investments, LLC Restricted Stock Units 2020-03-24 4 D 0 8115 49.00 D Common Stock 8115 0 D On February 17, 2020, the Issuer entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 17, 2020, by and among the Issuer, Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company ("Parent") and PIV Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), Shares accepted for payment in the tender offer commenced by Merger Sub in exchange for the right to receive $49.00 in cash per share. Mr. Conroy is the manager of Conroy Investments, LLC and has sole voting and investment power with respect to the shares held by Conroy Investments, LLC. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Disposed of pursuant to the Merger Agreement, whereby each Issuer RSU that was unexpired, unsettled, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited RSUs) was cancelled and replaced with the right to receive to receive $49.00 in cash per share underlying the RSU, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled RSU, including vesting conditions. /s/ Matthew A. Kaminer, Attorney-in-Fact 2020-03-26