Thompson Kevin B Form 4 INSTRUCTURE / KEVIN B THOMPSON ownership change

SEC Form 4

FORM 4

UNITED 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

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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^*

THOMPSON KEVIN B

(Last) (First) (Middle)

C/O INSTRUCTURE, INC.

6330 SOUTH 3000 EAST, SUITE 700

(Street)

SALT LAKE CITY UT 84121

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2018

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/23/2018		M		9,259	A	(1)	14,053	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/23/2018		M			9,259	(3)	(3)	Common Stock	9,259	$0.00	0	D
Restricted Stock Units	(2)	05/24/2018		A		8,303		(4)	(4)	Common Stock	8,303	$0.00	8,303	D

Explanation of Responses:

1. The restricted stock units (the "RSU") convert into Issuer's Common Stock on a one-for-one basis.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. On November 16, 2016, the Reporting Person was granted an RSU for 14,053 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) 4,794 vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after May 25, 2016, which vesting date was May 24, 2017, and (ii) 9,259 on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after May 25, 2016, which vesting date was May 23, 2018.

4. On May 24, 2018 the Reporting Person was granted an RSU for 8,303 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) 50% vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after May 24, 2018, and (ii) 50% vesting on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after May 24, 2018.

Remarks:

	/s/ Matthew A. Kaminer, Attorney-in-Fact	05/25/2018
	** Signature of Reporting Person	Date
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).
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