SEC Form 4 · accession 0001104659-17-005903

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

Jan 30, 2017

Accepted (ET)

Feb 1, 2017 · 6:54 pm EST

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^F1	Jan 30, 2017	J	11,741	$0.00	D	95,928	I	By OpenView Affiliates Fund II, L.P.
Common Stock^F2	Jan 30, 2017	J	17,691	$0.00	D	144,540	I	By OpenView Affiliates Fund, L.P.
Common Stock^F3	Jan 30, 2017	J	238,259	$0.00	D	1,946,644	I	By OpenView Venture Partners II, L.P.
Common Stock^F4	Jan 30, 2017	J	232,309	$0.00	D	1,898,032	I	By OpenView Venture Partners, L.P.
Common Stock^F5	Jan 31, 2017	S	1,174	$21.90	D	94,754	I	By OpenView Affiliates Fund II, L.P.
Common Stock^F6	Jan 31, 2017	S	1,769	$21.90	D	142,771	I	By OpenView Affiliates Fund, L.P.
Common Stock^F7	Jan 31, 2017	S	23,826	$21.90	D	1,922,818	I	By OpenView Venture Partners II, L.P.
Common Stock^F8	Jan 31, 2017	S	23,231	$21.90	D	1,874,801	I	By OpenView Venture Partners, L.P.
Common Stock^F9	Feb 1, 2017	S	235	$22.00	D	94,519	I	By OpenView Affiliates Fund II, L.P.
Common Stock^F10	Feb 1, 2017	S	354	$22.00	D	142,417	I	By OpenView Affiliates Fund, L.P.
Common Stock^F11	Feb 1, 2017	S	4,765	$22.00	D	1,918,053	I	By OpenView Venture Partners II, L.P.
Common Stock^F12	Feb 1, 2017	S	4,646	$22.00	D	1,870,155	I	By OpenView Venture Partners, L.P.

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1On January 30, 2017, OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, distributed in-kind, without consideration, 11,741 shares of Common Stock of the Issuer to its partners. 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.
F10On February 1, 2017 OAF LP sold 354 shares of Common Stock of the Issuer. 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.
F11On February 1, 2017 OVP II LP sold 4,765 shares of Common Stock of the Issuer. 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.
F12On February 1, 2017 OVP LP sold 4,646 shares of Common Stock of the Issuer. 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.
F2On January 30, 2017, OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, distributed in-kind, without consideration, 17,691 shares of Common Stock of the Issuer to its partners. 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 January 30, 2017, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, distributed in-kind, without consideration, 238,259 shares of Common Stock of the Issuer to its partners. 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 January 30, 2017, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, distributed in-kind, without consideration, 232,309 shares of Common Stock of the Issuer to its partners. 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.
F5On January 31, 2017 OAF II LP sold 1,174 shares of Common Stock of the Issuer. 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.
F6On January 31, 2017 OAF LP sold 1,769 shares of Common Stock of the Issuer. 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.
F7On January 31, 2017 OVP II LP sold 23,826 shares of Common Stock of the Issuer. 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.
F8On January 31, 2017 OVP LP sold 23,231 shares of Common Stock of the Issuer. 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.
F9On February 1, 2017 OAF II LP sold 235 shares of Common Stock of the Issuer. 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.

Remarks

The reporting person resigned from the Issuer's Board of Directors effective October 26, 2016. As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.