SEC Form 4 · accession 0001104659-16-145472
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OpenView Venture Partners LP
10% Owner
OPENVIEW AFFILIATES FUND LP
10% Owner
OPENVIEW VENTURE PARTNERS II LP
10% Owner
OPENVIEW AFFILIATES FUND II LP
10% Owner
Scott Marcil Maxwell
10% Owner
OpenView Management, LLC
10% Owner
Period of report
Sep 15, 2016
Accepted (ET)
Sep 19, 2016 · 4:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001355754
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F1 | Sep 15, 2016 | S | 608 | $24.0931 | D | 109,366 | I | By OpenView Affiliates Fund II, L.P. |
| Common StockF5,F2 | Sep 15, 2016 | S | 916 | $24.0931 | D | 164,787 | I | By OpenView Affiliates Fund, L.P. |
| Common StockF5,F3 | Sep 15, 2016 | S | 12,342 | $24.0931 | D | 2,219,331 | I | By OpenView Venture Partners II, L.P. |
| Common StockF5,F4 | Sep 15, 2016 | S | 12,034 | $24.0931 | D | 2,163,910 | I | By OpenView Venture Partners, L.P. |
| Common StockF10,F6 | Sep 16, 2016 | S | 1,697 | $24.0844 | D | 107,669 | I | By OpenView Affiliates Fund II, L.P. |
| Common StockF10,F7 | Sep 16, 2016 | S | 2,556 | $24.0844 | D | 162,231 | I | By OpenView Affiliates Fund, L.P. |
| Common StockF10,F8 | Sep 16, 2016 | S | 34,428 | $24.0844 | D | 2,184,903 | I | By OpenView Venture Partners II, L.P. |
| Common StockF10,F9 | Sep 16, 2016 | S | 33,569 | $24.0844 | D | 2,130,341 | I | By OpenView Venture Partners, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 15, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 608 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.
- F10The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.05 to $24.1582. 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.
- F2On September 15, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 916 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("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.
- F3On September 15, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 12,342 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("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.
- F4On September 15, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 12,034 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("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.
- F5The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.0714 to $24.1336. 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.
- F6On September 16, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 1,697 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.
- F7On September 16, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 2,556 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("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.
- F8On September 16, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 34,428 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("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.
- F9On September 16, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 33,569 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("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.
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)