SEC Form 4 · accession 0001209191-16-125691
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc T. Maloy
Officer — EVP, World Wide Sales
Period of report
Jun 1, 2016
Accepted (ET)
Jun 3, 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 StockF1 | Jun 1, 2016 | M | 1,268 | — | A | 20,851 | D | |
| Common StockF2,F3 | Jun 2, 2016 | S | 408 | $18.0967 | D | 20,443 | D |
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 | — | Jun 1, 2016 | M | 1,268 | D | — | — | Common Stock | 1,268 | 19,034 | D |
Explanation of responses
- F1The restricted stock units (the "RSU") convert into Issuer's Common Stock on a one-for-one basis.
- F2Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the RSU.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.94 to $18.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.
- F4Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F5On February 26, 2016, the Reporting Person was granted an RSU for 20,302 shares of the Issuer's Common Stock. The RSU vests in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the March 1, 2016 (the "Vesting Commencement Date") and 1/16th of the RSU on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of the Vesting Commencement Date.