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 ^*

OpenView Management, 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)

303 CONGRESS STREET, 7TH FLOOR

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

(Street)

BOSTON, MA 02210

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		112,096	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	116,312	I	By OpenView Affiliates Fund II, L.P. ⁽⁴⁾
Common Stock	11/18/2015		C		168,898	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	175,251	I	By OpenView Affiliates Fund, L.P. ⁽⁵⁾
Common Stock	11/18/2015		C		2,274,690	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,360,251	I	By OpenView Venture Partners II, L.P. ⁽⁶⁾
Common Stock	11/18/2015		C		2,217,888	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,301,312	I	By OpenView Venture Partners, L.P. ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

⁽¹⁾

11/18/2015

3,126

⁽¹⁾

⁽⁸⁾

Common Stock

3,126

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

4,710

⁽¹⁾

⁽⁸⁾

Common Stock

4,710

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁵⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

63,433

⁽¹⁾

⁽⁸⁾

Common Stock

63,433

$ 0

By OpenView Venture Partners II, L.P. ⁽⁶⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

61,849

⁽¹⁾

⁽⁸⁾

Common Stock

61,849

$ 0

By OpenView Venture Partners, L.P. ⁽⁷⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

92,090

⁽²⁾

⁽⁸⁾

Common Stock

92,090

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

138,752

⁽²⁾

⁽⁸⁾

Common Stock

138,752

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁵⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

1,868,694

⁽²⁾

⁽⁸⁾

Common Stock

1,868,694

$ 0

By OpenView Venture Partners II, L.P. ⁽⁶⁾

Series B Preferred Stock

⁽²⁾

11/18/2015

1,822,031

⁽²⁾

⁽⁸⁾

Common Stock

1,822,031

$ 0

By OpenView Venture Partners, L.P. ⁽⁷⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

16,880

⁽³⁾

⁽⁸⁾

Common Stock

16,880

$ 0

By OpenView Affiliates Fund II, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

25,436

⁽³⁾

⁽⁸⁾

Common Stock

25,436

$ 0

By OpenView Affiliates Fund, L.P. ⁽⁵⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

342,563

⁽³⁾

⁽⁸⁾

Common Stock

342,563

$ 0

By OpenView Venture Partners II, L.P. ⁽⁶⁾

Series C Preferred Stock

⁽³⁾

11/18/2015

334,008

⁽³⁾

⁽⁸⁾

Common Stock

334,008

$ 0

By OpenView Venture Partners, L.P. ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OpenView Management, LLC 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X
OPENVIEW AFFILIATES FUND II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X
OPENVIEW AFFILIATES FUND LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X
OPENVIEW VENTURE PARTNERS II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X
OpenView Venture Partners LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X
Maxwell Scott Marcil 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA 02210		X

Signatures

/s/ Scott M. Maxwell		11/18/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC		11/18/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Affiliates Fund II, L.P.		11/18/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Affiliates Fund, L.P.		11/18/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Venture Partners, L.P.		11/18/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Venture Partners II, L.P.		11/18/2015
^**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)	The Series A Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(2)	The Series B Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(3)	The Series C Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(4)	The securities are held by OpenView Affiliates Fund II, L.P. ("OAF II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OAF II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
(5)	The securities are held by OpenView Affiliates Fund, L.P. ("OAF LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OAF LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
(6)	The securities are held by OpenView Venture Partners II, L.P. ("OVP II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OVP II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OVP II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
(7)	The securities are held by OpenView Venture Partners, L.P. ("OVP LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OVP LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OVP LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein.
(8)	Not applicable.

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