Edgar Filing: INSTRUCTURE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Marcus Adam D.

2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2016

(Street)

SALT LAKE CITY, UT 84121

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2016		S⁽¹⁾		608	D	$ 24.0931 ⁽⁵⁾	109,366	I	By OpenView Affiliates Fund II, L.P. ⁽¹⁾
Common Stock	09/15/2016		S⁽²⁾		916	D	$ 24.0931 ⁽⁵⁾	164,787	I	By OpenView Affiliates Fund, L.P. ⁽²⁾
Common Stock	09/15/2016		S⁽³⁾		12,342	D	$ 24.0931 ⁽⁵⁾	2,219,331	I	By OpenView Venture Partners II, L.P. ⁽³⁾
Common Stock	09/15/2016		S⁽⁴⁾		12,034	D	$ 24.0931 ⁽⁵⁾	2,163,910	I	By OpenView Venture Partners, L.P. ⁽⁴⁾
Common Stock	09/16/2016		S⁽⁶⁾		1,697	D	$ 24.0844 ⁽¹⁰⁾	107,669	I	By OpenView Affiliates Fund II, L.P. ⁽⁶⁾
Common Stock	09/16/2016		S⁽⁷⁾		2,556	D	$ 24.0844 ⁽¹⁰⁾	162,231	I	By OpenView Affiliates Fund, L.P. ⁽⁷⁾
Common Stock	09/16/2016		S⁽⁸⁾		34,428	D	$ 24.0844 ⁽¹⁰⁾	2,184,903	I	By OpenView Venture Partners II, L.P. ⁽⁸⁾
Common Stock	09/16/2016		S⁽⁹⁾		33,569	D	$ 24.0844 ⁽¹⁰⁾	2,130,341	I	By OpenView Venture Partners, L.P. ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Marcus Adam D. C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT 84121	X	X

Signatures

/s/ Matthew A. Kaminer, Attorney-in-Fact		09/19/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On September 15, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 608 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(2)	On September 15, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 916 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(3)	On September 15, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 12,342 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(4)	On September 15, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 12,034 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(5)	The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.0714 to $24.1336. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
(6)	On September 16, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 1,697 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(7)	On September 16, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 2,556 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(8)	On September 16, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 34,428 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(9)	On September 16, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 33,569 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.
(10)	The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.05 to $24.1582. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
Remarks: Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on November 12, 2015)

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