SEC Form 4 · accession 0001104659-17-018124
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
Mar 16, 2017
Accepted (ET)
Mar 20, 2017 · 8:38 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 | Mar 16, 2017 | S | 467 | $24.7345 | D | 94,052 | I | By OpenView Affiliates Fund II, L.P. |
| Common StockF5,F2 | Mar 16, 2017 | S | 704 | $24.7345 | D | 141,713 | I | By OpenView Affiliates Fund, L.P. |
| Common StockF5,F3 | Mar 16, 2017 | S | 9,483 | $24.7345 | D | 1,908,570 | I | By OpenView Venture Partners II, L.P. |
| Common StockF5,F4 | Mar 16, 2017 | S | 9,246 | $24.7345 | D | 1,860,909 | I | By OpenView Venture Partners, L.P. |
| Common StockF6 | Mar 20, 2017 | J | 31,702 | $0.00 | D | 62,350 | I | By OpenView Affiliates Fund II, L.P. |
| Common StockF7 | Mar 20, 2017 | J | 47,765 | $0.00 | D | 93,948 | I | By OpenView Affiliates Fund, L.P. |
| Common StockF8 | Mar 20, 2017 | J | 643,298 | $0.00 | D | 1,265,272 | I | By OpenView Venture Partners II, L.P. |
| Common StockF9 | Mar 20, 2017 | J | 627,235 | $0.00 | D | 1,233,674 | I | By OpenView Venture Partners, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 16, 2017 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 467 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.
- F2On March 16, 2017 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 704 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF 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 OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
- F3On March 16, 2017 OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 9,483 shares of Common Stock of the Issuer. 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 March 16, 2017 OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 9,246 shares of Common Stock of the Issuer. 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 $24.725 to $24.875. 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 March 20, 2017, OAF II LP distributed in-kind, without consideration, 31,702 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OAF LP distributed in-kind, without consideration, 47,765 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OVP II LP distributed in-kind, without consideration, 643,298 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OVP LP distributed in-kind, without consideration, 627,235 shares of Common Stock of the Issuer to its partners. 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)