SEC Form 4 · accession 0001104659-16-145473

INSTRUCTURE INC · INST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Adam D. Marcus

Director · 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 Stock^F5,F1	Sep 15, 2016	S	608	$24.0931	D	109,366	I	By OpenView Affiliates Fund II, L.P.
Common Stock^F5,F2	Sep 15, 2016	S	916	$24.0931	D	164,787	I	By OpenView Affiliates Fund, L.P.
Common Stock^F5,F3	Sep 15, 2016	S	12,342	$24.0931	D	2,219,331	I	By OpenView Venture Partners II, L.P.
Common Stock^F5,F4	Sep 15, 2016	S	12,034	$24.0931	D	2,163,910	I	By OpenView Venture Partners, L.P.
Common Stock^F10,F6	Sep 16, 2016	S	1,697	$24.0844	D	107,669	I	By OpenView Affiliates Fund II, L.P.
Common Stock^F10,F7	Sep 16, 2016	S	2,556	$24.0844	D	162,231	I	By OpenView Affiliates Fund, L.P.
Common Stock^F10,F8	Sep 16, 2016	S	34,428	$24.0844	D	2,184,903	I	By OpenView Venture Partners II, L.P.
Common Stock^F10,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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.

Remarks

Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on November 12, 2015)