X0306 4 2016-09-08 0 0001355754 INSTRUCTURE INC INST 0001657226 Marcus Adam D. C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY UT 84121 1 0 1 0 Common Stock 2016-09-08 4 S 0 1078 24.2504 D 109974 I By OpenView Affiliates Fund II, L.P. Common Stock 2016-09-08 4 S 0 1624 24.2504 D 165703 I By OpenView Affiliates Fund, L.P. Common Stock 2016-09-08 4 S 0 21872 24.2504 D 2231673 I By OpenView Venture Partners II, L.P. Common Stock 2016-09-08 4 S 0 21326 24.2504 D 2175944 I By OpenView Venture Partners, L.P. On September 8, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 1,078 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein. On September 8, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 1,624 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein. On September 8, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 21,872 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein. On September 8, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 21,326 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.0628 to $24.451. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on November 12, 2015) /s/ Matthew A. Kaminer, Attorney-in-Fact 2016-09-12