X0306 4 2020-03-24 1 0001355754 INSTRUCTURE INC INST 0001180598 THOMPSON KEVIN B 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 13420 49.00 D 0 D Restricted Stock Units 2020-03-24 4 D 0 4162 49.00 D Common Stock 4162 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