0000899243-20-009565.txt : 20200326
0000899243-20-009565.hdr.sgml : 20200326
20200326173513
ACCESSION NUMBER: 0000899243-20-009565
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: Levy Ellen
CENTRAL INDEX KEY: 0001657271
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37629
FILM NUMBER: 20747133
MAIL ADDRESS:
STREET 1: C/O INSTRUCTURE, INC.
STREET 2: 6330 SOUTH 3000 EAST, SUITE 700
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84121
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
0001657271
Levy Ellen
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
21439
49.00
D
0
D
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.
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