SEC Form 4 · accession 0001477932-15-007219
INSTRUCTURE INC · INST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ZIONS SBIC LLC
10% Owner
Kent Madsen
10% Owner
EPIC VENTURE FUND IV, LLC
10% Owner
Epic Expansion Capital, LLC
10% Owner
Epic Expansion Capital Annex, LLC
10% Owner
Period of report
Nov 18, 2015
Accepted (ET)
Nov 19, 2015 · 2:36 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 StockF4,F5,F6,F7,F8,F1 | Nov 18, 2015 | C | 2,578,199 | $0.00 | A | 2,672,811 | D | |
| Common StockF4,F1 | Nov 18, 2015 | C | 319,306 | $0.00 | A | 572,806 | I | By Epic Expansion Capital Annex, LLC |
| Common StockF4,F5,F6,F7,F2 | Nov 18, 2015 | C | 1,168,549 | $0.00 | A | 1,204,460 | I | By Zions SBIC LLC |
| Common StockF8,F1 | Nov 18, 2015 | C | 374,999 | $0.00 | A | 374,999 | I | Epic Expansion Capital, LLC |
| Common StockF3 | holding | — | — | — | 39,149 | I | By Kent I. Madsen |
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 StockF1,F4,F9 | — | Nov 18, 2015 | C | 319,306 | D | — | — | Common Stock | 319,306 | 0 | I |
| Series A Preferred StockF1,F4,F9 | — | Nov 18, 2015 | C | 1,352,194 | D | — | — | Common Stock | 1,352,194 | 0 | D |
| Series A Preferred StockF2,F4,F9 | — | Nov 18, 2015 | C | 26,623 | D | — | — | Common Stock | 26,623 | 0 | I |
| Series B Preferred StockF1,F5,F9 | — | Nov 18, 2015 | C | 784,314 | D | — | — | Common Stock | 784,314 | 0 | D |
| Series B Preferred StockF2,F5,F9 | — | Nov 18, 2015 | C | 784,313 | D | — | — | Common Stock | 784,313 | 0 | I |
| Series C Preferred StockF1,F6,F9 | — | Nov 18, 2015 | C | 378,799 | D | — | — | Common Stock | 378,799 | 0 | D |
| Series C Preferred StockF2,F6,F9 | — | Nov 18, 2015 | C | 143,777 | D | — | — | Common Stock | 143,777 | 0 | I |
| Series D Preferred StockF1,F7,F9 | — | Nov 18, 2015 | C | 62,892 | D | — | — | Common Stock | 62,892 | 0 | D |
| Series D Preferred StockCommon StockF2,F7,F9 | — | Nov 18, 2015 | C | 213,836 | D | — | — | Common Stock | 213,836 | 0 | I |
| Series E Preferred StockF1,F8,F9 | — | Nov 18, 2015 | C | 273,710 | D | — | — | Common Stock | 374,999 | 0 | I |
Explanation of responses
- F1Epic Management Partners, LLC (EMP) is the investment manager of Epic Venture Fund IV, LLC (EVF IV), Epic Expansion Capital Annex, LLC (EECA) and Epic Expansion Capital, LLC (EEC) and has sole voting and investment power with regard to the shares held directly by EVF IV, EECA and EEC. E. Nicholaus Efstratis and Kent I. Madsen are the managers of EMP and, therefore, may be deemed to share voting and investment power with regard to the shares held by EVF IV, EECA and EEC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
- F2ZWMC IV, L.L.C. (ZWMC) is the investment manager of Zions SBIC LLC (Zions SBIC) and has sole voting and investment power with regard to the shares held directly by Zions SBIC. E. Nicholaus Efstratis and Kent I. Madsen are the managers of ZWMC and, therefore, may be deemed to share voting and investment power with regard to the shares held by Zions SBIC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
- F3These shares are owned directly by Kent I. Madsen.
- F4The Series A Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.
- F5The Series B Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.
- F6The Series C Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.
- F7The Series D Preferred Stock converted into Common Stock of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer.
- F8The Series E Preferred Stock converted into Common Stock of the Issuer on a 1-to-3.700625 basis upon closing of the initial public offering of the Issuer.
- F9Not applicable.