SEC Form 4 · accession 0001209191-15-080856
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Byron B Deeter
Director
Period of report
Nov 18, 2015
Accepted (ET)
Nov 18, 2015 · 2:06 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 StockF1,F2,F3,F4,F5,F6 | Nov 18, 2015 | C | 0 | $0.00 | A | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F5,F8,F7 | — | Nov 18, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series D PreferredF3,F5,F9,F7 | — | Nov 18, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series E PreferredF4,F5,F10,F7 | — | Nov 18, 2015 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
Explanation of responses
- F12,496,956 shares of Common Stock collectively held by Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") and Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") as of the date hereof, were received upon the closing of the initial public offering of the Issuer when the shares of Issuer's Preferred Stock automatically converted into shares of Common Stock.
- F10Upon closing of the Issuer's initial public offering, 99,630 shares of Series E Preferred Stock owned by BVP Institutional and 82,842 shares of Series E Preferred Stock owned by BVP VIII were automatically converted into 136,499 and 113,498 shares of Common Stock, respectively.
- F2The Series A Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
- F3The Series D Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
- F4The Series E Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1.3700625 basis upon closing of the initial public offering of the Issuer.
- F5The reporting person is a director of Deer VIII & Co. Ltd, which is the general partner of Deer VIII & Co. L.P., which is the general partner of the Bessemer Entities. The reporting person disclaims beneficial ownership of the securities held by the Bessemer Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII & Co. Ltd., his interest in Deer VIII & Co. L.P. and his indirect limited partnership interest in the Bessemer Entities. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
- F6As a result of the conversion of the Series A, Series D and Series E Preferred Stock into Common Stock, BVP Institutional owns 1,485,487 shares of Common Stock and BVP VIII owns 1,235,182 shares of Common Stock.
- F7Not applicable.
- F8Upon closing of the Issuer's initial public offering, 36,400 shares of Series A Preferred Stock owned by BVP Institutional and 30,266 shares of Series A Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock.
- F9Upon closing of the Issuer's initial public offering, 1,190,440 shares of Series D Preferred Stock owned by BVP Institutional and 989,853 shares of Series D Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock.