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Maxwell Scott Marcil, et al. – ‘4’ for 9/1/16 re: Instructure Inc.

On:  Tuesday, 9/6/16, at 5:58pm ET   ·   For:  9/1/16   ·   Accession #:  1104659-16-143266   ·   File #:  1-37629

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/06/16  Maxwell Scott Marcil              4                      2:68K  Instructure Inc.                  Toppan Merrill/FA
          OpenView Venture Partners LP
          Openview Venture Partners II LP
          Openview Affiliates Fund LP
          Openview Affiliates Fund II LP
          OpenView Management, LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      4K 
                Securities by an Insider -- a4.xml/3.6                           
 2: EX-24       Power of Attorney                                   HTML     28K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — a4.xml/3.6



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OpenView Management, LLC
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [ INST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
9/1/16
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock 9/1/16 S (1) 160D$24.05112,603IBy OpenView Affiliates Fund II, L.P. (1)
Common Stock 9/1/16 S (2) 241D$24.05169,664IBy OpenView Affiliates Fund, L.P. (2)
Common Stock 9/1/16 S (3) 3,240D$24.052,285,016IBy OpenView Venture Partners II, L.P. (3)
Common Stock 9/1/16 S (4) 3,159D$24.052,227,955IBy OpenView Venture Partners, L.P. (4)
Common Stock 9/2/16 S (5) 1,006D$24.05111,597IBy OpenView Affiliates Fund II, L.P. (5)
Common Stock 9/2/16 S (6) 1,516D$24.05168,148IBy OpenView Affiliates Fund, L.P. (6)
Common Stock 9/2/16 S (7) 20,414D$24.052,264,602IBy OpenView Venture Partners II, L.P. (7)
Common Stock 9/2/16 S (8) 19,904D$24.052,208,051IBy OpenView Venture Partners, L.P. (8)
Common Stock 9/6/16 S (9) 545D$24.0726 (13)111,052IBy OpenView Affiliates Fund II, L.P. (9)
Common Stock 9/6/16 S (10) 821D$24.0726 (13)167,327IBy OpenView Affiliates Fund, L.P. (10)
Common Stock 9/6/16 S (11) 11,057D$24.0726 (13)2,253,545IBy OpenView Venture Partners II, L.P. (11)
Common Stock 9/6/16 S (12) 10,781D$24.0726 (13)2,197,270IBy OpenView Venture Partners, L.P. (12)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
OpenView Management, LLC
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OPENVIEW AFFILIATES FUND II LP
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OPENVIEW AFFILIATES FUND LP
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OPENVIEW VENTURE PARTNERS II LP
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OpenView Venture Partners LP
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Maxwell Scott Marcil
(Last)(First)(Middle)
303 CONGRESS STREET, 7TH FLOOR
(Street)
BOSTONMA02210
(City)(State)(Zip)
Explanation of Responses:
(1)  On September 1, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 160 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(2)  On September 1, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 241 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(3)  On September 1, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 3,240 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
(4)  On September 1, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 3,159 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
(5)  On September 2, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 1,006 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(6)  On September 2, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 1,516 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(7)  On September 2, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 20,414 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
(8)  On September 2, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 19,904 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
(9)  On September 6, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 545 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(10)  On September 6, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 821 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
(11)  On September 6, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 11,057 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
(12)  On September 6, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 10,781 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
(13)  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 $24.25. 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
Scott M. Maxwell, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
OpenView Management, LLC, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
OpenView Affiliates Fund II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
OpenView Affiliates Fund, L.P., By: OpenView General Partner, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
OpenView Venture Partners, L.P., By: OpenView General Partner, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
OpenView Venture Partners II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 9/6/16
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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