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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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EPIC VENTURE FUND IV, LLC

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

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

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

(Last)

(First)

(Middle)

C/O EPIC VENTURES, 15 W. SOUTH TEMPLE #500

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2015

(Street)

SALT LAKE CITY, UT 84101

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	11/18/2015		C		2,578,199	A	$ 0 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	2,672,811	D ⁽¹⁾
Common Stock	11/18/2015		C		319,306	A	$ 0 ⁽⁴⁾	572,806	I	By Epic Expansion Capital Annex, LLC ⁽¹⁾
Common Stock	11/18/2015		C		1,168,549	A	$ 0 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	1,204,460	I	By Zions SBIC LLC ⁽²⁾
Common Stock	11/18/2015		C		374,999	A	$ 0 ⁽⁸⁾	374,999	I	Epic Expansion Capital, LLC ⁽¹⁾
Common Stock								39,149	I	By Kent I. Madsen ⁽³⁾

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

Series A Preferred Stock

⁽⁴⁾

11/18/2015

319,306

⁽⁴⁾

⁽⁹⁾

Common Stock

319,306

$ 0

By Epic Expansion Capital Annex, LLC ⁽¹⁾

Series A Preferred Stock

⁽⁴⁾

11/18/2015

1,352,194

⁽⁴⁾

⁽⁹⁾

Common Stock

1,352,194

$ 0

D ⁽¹⁾

Series A Preferred Stock

⁽⁴⁾

11/18/2015

26,623

⁽⁴⁾

⁽⁹⁾

Common Stock

26,623

$ 0

By Zions SBIC LLC ⁽²⁾

Series B Preferred Stock

⁽⁵⁾

11/18/2015

784,314

⁽⁵⁾

⁽⁹⁾

Common Stock

784,314

$ 0

D ⁽¹⁾

Series B Preferred Stock

⁽⁵⁾

11/18/2015

784,313

⁽⁵⁾

⁽⁹⁾

Common Stock

784,313

$ 0

By Zions SBIC LLC ⁽²⁾

Series C Preferred Stock

⁽⁶⁾

11/18/2015

378,799

⁽⁶⁾

⁽⁹⁾

Common Stock

378,799

$ 0

D ⁽¹⁾

Series C Preferred Stock

⁽⁶⁾

11/18/2015

143,777

⁽⁶⁾

⁽⁹⁾

Common Stock

143,777

$ 0

By Zions SBIC LLC ⁽²⁾

Series D Preferred Stock

⁽⁷⁾

11/18/2015

62,892

⁽⁷⁾

⁽⁹⁾

Common Stock

62,892

$ 0

D ⁽¹⁾

Series D Preferred StockCommon Stock

⁽⁷⁾

11/18/2015

213,836

⁽⁷⁾

⁽⁹⁾

Common Stock

213,836

$ 0

By Zions SBIC LLC ⁽²⁾

Series E Preferred Stock

⁽⁸⁾

11/18/2015

273,710

⁽⁸⁾

⁽⁹⁾

Common Stock

374,999

$ 0

By Epic Expansion Capital, LLC ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EPIC VENTURE FUND IV, LLC C/O EPIC VENTURES 15 W. SOUTH TEMPLE #500 SALT LAKE CITY, UT 84101		X
Epic Expansion Capital Annex, LLC C/O EPIC VENTURES 15 W. SOUTH TEMPLE #500 SALT LAKE CITY, UT 84101		X
ZIONS SBIC LLC C/O EPIC VENTURES 15 W. SOUTH TEMPLE #500 SALT LAKE CITY, UT 84101		X
Epic Expansion Capital, LLC C/O EPIC VENTURES 15 W. SOUTH TEMPLE #500 SALT LAKE CITY, UT 84101		X
MADSEN KENT C/O EPIC VENTURES 15 W. SOUTH TEMPLE #500 SALT LAKE CITY, UT 84101		X

Signatures

/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Venture Fund IV, LLC		11/19/2015
^**Signature of Reporting Person		Date
/s/ Kent I. Madsen, Manager of ZWMC, IV, L.L.C., Investment Manager of Zions SBIC LLC		11/19/2015
^**Signature of Reporting Person		Date
/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Expansion Capital Annex, LLC		11/19/2015
^**Signature of Reporting Person		Date
/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Expansion Capital, LLC		11/19/2015
^**Signature of Reporting Person		Date
/s/ Kent I. Madsen, an individual		11/19/2015
^**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)	Epic 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.
(2)	ZWMC 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.
(3)	These shares are owned directly by Kent I. Madsen.
(4)	The 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.
(5)	The 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.
(6)	The 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.
(7)	The 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.
(8)	The 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.
(9)	Not applicable.

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