SEC Form 4 · accession 0001209191-16-123080
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Byron B Deeter
Director
Period of report
May 24, 2016
Accepted (ET)
May 24, 2016 · 7:35 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 StockF1 | May 24, 2016 | M | 5,469 | — | A | 5,469 | D | |
| Common StockF2,F3 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | May 24, 2016 | M | 5,469 | D | — | — | Common Stock | 5,469 | 10,937 | D |
Explanation of responses
- F1The restricted stock units (the "RSU") convert into the Issuer's Common Stock on a one-for-one basis.
- F2Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") owns 1,485,487 shares of the Issuer's Common Stock and Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") owns 1,235,182 shares of the Issuer's Common Stock as of the date hereof.
- F3The 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.
- F4Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F5On November 12, 2015, the Reporting Person was granted an RSU for 16,406 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) one-third vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after November 12, 2015, which vesting date is May 24, 2016, and (ii) two-thirds vesting on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after November 12, 2015.