X0306 4 2015-11-18 0 0001355754 INSTRUCTURE INC INST 0001559311 Deer VIII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001559306 Deer VIII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508902 Bessemer Venture Partners VIII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 0001508900 Bessemer Venture Partners VIII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 0 0 1 0 Common Stock 2015-11-18 4 C 0 2496956 0.00 A 2720669 I See Footnotes Series A Preferred Stock 2015-11-18 4 C 0 66666 0.00 D Common Stock 66666 0 I See Footnotes Series D Preferred Stock 2015-11-18 4 C 0 2180293 0.00 D Common Stock 2180293 0 I See Footnotes Series E Preferred Stock 2015-11-18 4 C 0 182472 D Common Stock 249997 0 I See Footnotes 2,496,956 shares of Common Stock collectively held by Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") and Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") as of the date hereof, were received upon the closing of the initial public offering of the Issuer when the shares of Issuer's Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series D Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series E Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1.3700625 basis upon closing of the initial public offering of the Issuer. As a result of the conversion of the Series A, Series D and Series E Preferred Stock into Common Stock, BVP Institutional owns 1,485,487 shares of Common Stock and BVP VIII owns 1,235,182 shares of Common Stock. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of Bessemer Venture Partners VIII Institutional LP ("BVP Institutional") and Bessemer Venture Partners VIII, LP ("BVP VIII" and together with BVP Institutional, the "Bessemer Entities"). Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Bessemer Entities, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Entities. Not applicable. Upon closing of the Issuer's initial public offering, 36,400 shares of Series A Preferred Stock owned by BVP Institutional and 30,266 shares of Series A Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock. Upon closing of the Issuer's initial public offering, 1,190,440 shares of Series D Preferred Stock owned by BVP Institutional and 989,853 shares of Series D Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock. Upon closing of the Issuer's initial public offering, 99,630 shares of Series E Preferred Stock owned by BVP Institutional and 82,842 shares of Series E Preferred Stock owned by BVP VIII were automatically converted into 136,499 and 113,498 shares of Common Stock, respectively. /s/ Scott Ring, General Counsel of Deer VIII & Co. Ltd. 2015-11-18 /s/ Scott Ring, General Counsel of Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P. 2015-11-18 /s/ Scott Ring, General Counsel of Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. 2015-11-18 /s/ Scott Ring, General Counsel of Deer VIII & Co. Ltd., the General Partner for Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. 2015-11-18