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^*

Macfarlane Mitch

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

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	06/01/2018		M		1,170	A	⁽¹⁾	71,419⁽²⁾	D
Common Stock	06/01/2018		F		344	D	$42.65	71,075	D
Common Stock	06/01/2018		M		1,046	A	⁽¹⁾	72,121	D
Common Stock	06/01/2018		F		308	D	$42.65	71,813	D
Common Stock	06/01/2018		M		753	A	⁽¹⁾	72,566	D
Common Stock	06/01/2018		F		222	D	$42.65	72,344	D
Common Stock	06/01/2018		M		742	A	⁽¹⁾	73,086	D
Common Stock	06/01/2018		F		218	D	$42.65	72,868	D
Common Stock								70,778	I	By The Great Basin Trust U/A 01/17/2017

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	⁽³⁾	06/01/2018		M			1,170	⁽⁴⁾	⁽⁴⁾	Common Stock	1,170	$0.00	8,193	D
Restricted Stock Units	⁽³⁾	06/01/2018		M			1,046	⁽⁵⁾	⁽⁵⁾	Common Stock	1,046	$0.00	11,502	D
Restricted Stock Units	⁽³⁾	06/01/2018		M			753	⁽⁶⁾	⁽⁶⁾	Common Stock	753	$0.00	8,283	D
Restricted Stock Units	⁽³⁾	06/01/2018		M			742	⁽⁷⁾	⁽⁷⁾	Common Stock	742	$0.00	11,138	D

Explanation of Responses:

1. The restricted stock units (the "RSU") convert into Issuer's Common Stock on a one-for-one basis.

2. Includes 737 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on May 31, 2017.

3. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

4. On February 26, 2016, the Reporting Person was granted an RSU for 18,725 shares of the Issuer's Common Stock. The RSU vests in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of March 1, 2016 and 1/16th of the RSU on each quarterly anniversary of March 1, 2016 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of March 1, 2016.

5. On January 26, 2017, the Reporting Person was granted an RSU for 16,730 shares of the Issuer's Common Stock. The RSU shall vest in quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of March 1, 2017 and 1/16th of the RSU on each quarterly anniversary of March 1, 2017 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of March 1, 2017.

6. On February 3, 2017, the Reporting Person was granted an RSU for 12,048 shares of the Issuer's Common Stock. The RSU shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of March 1, 2017 and 1/16th of the total number of shares each quarterly anniversary of March 1, 2017 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of March 1, 2017.

7. On January 23, 2018, the Reporting Person was granted an RSU for 11,880 shares of the Issuer's Common Stock. The RSU shall vest in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the March 1, 2018 and 1/16th of the RSU on each quarterly anniversary of March 1, 2018 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of March 1, 2018.

Remarks:

	/s/ Matthew A. Kaminer, Attorney-in-Fact	06/05/2018
	** 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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