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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INSTRUCTURE, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
45781U103
(CUSIP Number)
December 31, 2016
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45781U103 |
13G/A |
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Name of Reporting Person | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
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Name of Reporting Person | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person | |||
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1. |
Name of Reporting Person | |||
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Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person | |||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person | |||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person | |||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person | |||
Item 1(a) |
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Name of Issuer | |
Item 1(b) |
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Address of Issuers Principal Executive Offices Salt Lake City, UT 84121 | |
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Item 2(a) |
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Name of Person Filing
(a) OpenView Management, LLC (OVM LLC), which is the general partner of OpenView General Partner II, L.P. (OGP II LP), which is the general partner of OAF II LP and OVP II LP. OVM LLC is also the general partner of OpenView General Partner, L.P. (OGP LP), which is the general partner of OAF LP and OVP LP. (b) Scott M. Maxwell is the sole manager of OVM LLC. (c) OAF II LP, which directly owns 107,669 shares; (d) OAF LP, which directly owns 162,231 shares; (e) OVP II LP, which directly owns 2,184,903 shares; (f) OVP LP, which directly owns 2,130,341 shares;
OVM LLC, Scott M. Maxwell and the Funds are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons. | |
Item 2(b) |
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Address of Principal Business Office Boston, MA 02210 | |
Item 2(c) |
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Citizenship | |
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OVM LLC |
Delaware |
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Scott M. Maxwell |
United States of America |
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OAF II LP |
Delaware |
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OAF LP |
Delaware |
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OVP II LP |
Delaware |
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OVP LP |
Delaware |
Item 2(d) |
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Title of Class of Securities | |
Item 2(e) |
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CUSIP Number | |
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Item 3 |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | ||
Not applicable. |
Item 4 |
Ownership | ||
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For OVM LLC: | ||
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(a) |
Amount beneficially owned: 4,585,144 shares of Common Stock | |
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(b) |
Percent of class: 16.2% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 4,585,144 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 4,585,144 |
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For Scott M. Maxwell: | ||
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(a) |
Amount beneficially owned: 4,585,144 shares of Common Stock | |
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(b) |
Percent of class: 16.2% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 4,585,144 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 4,585,144 |
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For OAF II LP: | ||
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(a) |
Amount beneficially owned: 107,669 shares of Common Stock | |
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(b) |
Percent of class: 0.4% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 107,669 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 107,669 |
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For OAF LP: | ||
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(a) |
Amount beneficially owned: 162,231 shares of Common Stock | |
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(b) |
Percent of class: 0.6% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 162,231 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 162,231 |
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For OVP II LP: | ||
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(a) |
Amount beneficially owned: 2,184,903 shares of Common Stock | |
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(b) |
Percent of class: 7.8% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 2,184,903 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 2,184,903 |
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For OVP LP: | ||
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(a) |
Amount beneficially owned: 2,130,341 shares of Common Stock | |
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(b) |
Percent of class: 7.5% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 2,130,341 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 2,130,341 |
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Item 5 |
Ownership of Five Percent or Less of a Class | ||
Not applicable. | |||
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person | ||
Not applicable. | |||
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | ||
Not applicable. | |||
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Item 8 |
Identification and Classification of Members of the Group | ||
Not applicable. | |||
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Item 9 |
Notice of Dissolution of Group | ||
Not applicable. |
Item 10 |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 1, 2017
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SCOTT M. MAXWELL |
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/s/ Rufus C. King |
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By: Rufus C. King, Attorney-in-Fact |
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OPENVIEW MANAGEMENT, LLC |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW AFFILIATES FUND II, L.P. |
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By: OpenView General Partner II, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW AFFILIATES FUND, L.P. |
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By: OpenView General Partner, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW VENTURE PARTNERS, L.P. |
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By: OpenView General Partner, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW VENTURE PARTNERS II, L.P. |
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By: OpenView General Partner II, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
CUSIP No. 45781U103 |
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EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Instructure, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 1st day of February, 2017.
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SCOTT M. MAXWELL |
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/s/ Rufus C. King |
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By: Rufus C. King, Attorney-in-Fact |
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OPENVIEW MANAGEMENT, LLC |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW AFFILIATES FUND II, L.P. |
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By: OpenView General Partner II, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW AFFILIATES FUND, L.P. |
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By: OpenView General Partner, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW VENTURE PARTNERS, L.P. |
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By: OpenView General Partner, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
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OPENVIEW VENTURE PARTNERS II, L.P. |
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By: OpenView General Partner II, L.P., general partner |
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By: OpenView Management, LLC, general partner |
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/s/ Rufus C. King |
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Rufus C. King, Attorney-in-Fact |
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents that each of the undersigned hereby constitutes and appoints each of Bonnie Lewis and Rufus King of OpenView Partners, signing individually, the undersigneds true and lawful attorneys-in-fact and agents, with respect to the undersigneds holdings of and transactions in securities issued by Instructure, Inc. (the Company), to:
(1) prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and any and all rules and regulations thereunder;
(2) prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the SEC filings pursuant to Section 13 (Schedule 13D, Schedule 13G, Form 13F and Form 13H), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Exchange Act and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D, Schedule 13G, Form 13F and Form 13H, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory association or any other authority; and
(4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigneds responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the date written below.
Dated: February 1, 2017 |
OpenView Affiliates Fund II, L.P. | |
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By: OpenView General Partner II, L.P., its general partner | |
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By: OpenView Management, LLC, its general partner | |
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By: |
/s/ Scott M. Maxwell |
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Name: Scott M. Maxwell | |
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Title: Sole Manager | |
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OpenView Affiliates Fund, L.P. | |
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By: OpenView General Partner, L.P., its general partner | |
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By: OpenView Management, LLC, its general partner | |
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By: |
/s/ Scott M. Maxwell |
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Name: Scott M. Maxwell | |
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Title: Sole Manager | |
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OpenView Venture Partners II, L.P. | |
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By: OpenView General Partner II, L.P., its general partner | |
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By: OpenView Management, LLC, its general partner | |
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By: |
/s/ Scott M. Maxwell |
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Name: Scott M. Maxwell | |
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Title: Sole Manager | |
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OpenView Venture Partners, L.P. | |
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By: OpenView General Partner, L.P., its general partner | |
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By: OpenView Management, LLC, its general partner | |
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By: |
/s/ Scott M. Maxwell |
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Name: Scott M. Maxwell | |
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Title: Sole Manager | |
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OpenView Management, LLC | |
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By: |
/s/ Scott M. Maxwell |
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Name: Scott M. Maxwell | |
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Title: Sole Manager | |
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Scott M. Maxwell | |
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/s/ Scott M. Maxwell |