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^*

Kaminsky Steven B.

(Last)

(First)

(Middle)

C/O INSTRUCTURE, INC.

6330 SOUTH 3000 EAST, SUITE 700

(Street)

SALT LAKE CITY

84121

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

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2020

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

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

X	Form filed by One Reporting Person
	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	03/24/2020		U⁽¹⁾		200,155	D	$49⁽¹⁾	0	D

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)
Restricted Stock Units	⁽²⁾	03/24/2020		D⁽³⁾			4,780	⁽³⁾	⁽³⁾	Common Stock	4,780	$49⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	03/24/2020		D⁽³⁾			7,425	⁽³⁾	⁽³⁾	Common Stock	7,425	$49⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	03/24/2020		D⁽³⁾			145,001	⁽³⁾	⁽³⁾	Common Stock	145,001	$49⁽³⁾	0	D
Stock Option(Right to Buy)	$13.79	03/24/2020		D⁽⁴⁾			5,509	⁽⁴⁾	02/25/2026	Common Stock	5,509	$49⁽⁴⁾	0	D
Stock Option(Right to Buy)	$21.75	03/24/2020		D⁽⁵⁾			11,601	⁽⁵⁾	01/25/2027	Common Stock	11,601	$49⁽⁵⁾	0	D
Stock Option(Right to Buy)	$34.25	03/24/2020		D⁽⁵⁾			30,506	⁽⁵⁾	01/22/2028	Common Stock	30,506	$49⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

3. 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.

4. Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and vested as of immediately prior to the effective time of the merger was cancelled and converted into the right to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings.

5. Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited options) was cancelled and replaced with the right to receive to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled option, including vesting conditions.

Remarks:

	/s/ Matthew A. Kaminer, Attorney-in-Fact	03/26/2020
	** 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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