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*
OpenView Management, LLC

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 03/16/2017 S(1) 467 D $24.7345(5) 94,052 I By OpenView Affiliates Fund II, L.P.(1)
Common Stock 03/16/2017 S(2) 704 D $24.7345(5) 141,713 I By OpenView Affiliates Fund, L.P.(2)
Common Stock 03/16/2017 S(3) 9,483 D $24.7345(5) 1,908,570 I By OpenView Venture Partners II, L.P.(3)
Common Stock 03/16/2017 S(4) 9,246 D $24.7345(5) 1,860,909 I By OpenView Venture Partners, L.P.(4)
Common Stock 03/20/2017 J(6) 31,702 D $0 62,350 I By OpenView Affiliates Fund II, L.P.(6)
Common Stock 03/20/2017 J(7) 47,765 D $0 93,948 I By OpenView Affiliates Fund, L.P.(7)
Common Stock 03/20/2017 J(8) 643,298 D $0 1,265,272 I By OpenView Venture Partners II, L.P.(8)
Common Stock 03/20/2017 J(9) 627,235 D $0 1,233,674 I By OpenView Venture Partners, L.P.(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
OpenView Management, LLC

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OPENVIEW AFFILIATES FUND II LP

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OPENVIEW AFFILIATES FUND LP

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OPENVIEW VENTURE PARTNERS II LP

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OpenView Venture Partners LP

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Maxwell Scott Marcil

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
Explanation of Responses:
1. On March 16, 2017 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 467 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
2. On March 16, 2017 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 704 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OVM LLC is the general partner of OGP LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
3. On March 16, 2017 OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 9,483 shares of Common Stock of the Issuer. OGP II LP is the general partner of OVP II LP. OVM LLC is the general partner of OGP II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OVP II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
4. On March 16, 2017 OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 9,246 shares of Common Stock of the Issuer. OGP LP is the general partner of OVP LP. OVM LLC is the general partner of OGP LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OVP LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
5. 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 $24.725 to $24.875. 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.
6. On March 20, 2017, OAF II LP distributed in-kind, without consideration, 31,702 shares of Common Stock of the Issuer to its partners. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
7. On March 20, 2017, OAF LP distributed in-kind, without consideration, 47,765 shares of Common Stock of the Issuer to its partners. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
8. On March 20, 2017, OVP II LP distributed in-kind, without consideration, 643,298 shares of Common Stock of the Issuer to its partners. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OVP II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
9. On March 20, 2017, OVP LP distributed in-kind, without consideration, 627,235 shares of Common Stock of the Issuer to its partners. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OVP LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by the Reporting Persons on September 6, 2016)
Scott M. Maxwell, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
OpenView Management, LLC, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
OpenView Affiliates Fund II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
OpenView Affiliates Fund, L.P., By: OpenView General Partner, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
OpenView Venture Partners, L.P., By: OpenView General Partner, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
OpenView Venture Partners II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 03/20/2017
** Signature of Reporting Person Date
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* 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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