SEC Form 4 · accession 0001209191-18-009564
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitch Macfarlane
Officer — Chief Operating Officer
Period of report
Feb 12, 2018
Accepted (ET)
Feb 13, 2018 · 4:37 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 | Feb 12, 2018 | M | 1,945 | $11.25 | A | 50,526 | D | |
| Common Stock | Feb 12, 2018 | M | 3,500 | $13.79 | A | 54,026 | D | |
| Common StockF1,F2 | Feb 12, 2018 | S | 5,445 | $37.0726 | D | 48,581 | D | |
| Common Stock | holding | — | — | — | 70,778 | I | By The Great Basin Trust U/A 01/17/2017 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $11.25 | Feb 12, 2018 | M | 1,945 | D | — | Apr 28, 2025 | Common Stock | 1,945 | 8,888 | D |
| Stock Option (Right to Buy)F4 | $13.79 | Feb 12, 2017 | M | 3,500 | D | — | Feb 26, 2026 | Common Stock | 3,500 | 27,952 | D |
Explanation of responses
- F1Shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.15 to $37.95, 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 2 to this Form 4.
- F3The shares subject to this option vested in equal monthly installments at a rate of 1/12th of the total number of shares on each monthly anniversary of November 15, 2016 (the "Vesting Commencement Date"), such that the total number of shares were fully vested on the one-year anniversary of the Vesting Commencement Date.
- F4The shares subject to this option shall vest in equal quarterly installments, at a rate of 1/16th of the total number of shares on the quarterly anniversary of March 1, 2016 (the "Vesting Commencement Date") and 1/16th of the total number of shares 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 total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.