Deeter Byron B Form 4 INSTRUCTURE / Byron B Deeter 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^*

Deeter Byron B

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(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)
11/18/2015

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	11/18/2015		C		0(1)	A	$0.00(2)(3)(4)	0	I	See Footnotes(5)(6)

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
Series A Preferred Stock	(2)	11/18/2015		C			0	(2)	(7)	Common Stock	0	$0.00(2)	0	I	See Footnotes(5)(8)
Series D Preferred	(3)	11/18/2015		C			0	(3)	(7)	Common Stock	0	$0.00(3)	0	I	See Footnotes(5)(9)
Series E Preferred	(4)	11/18/2015		C			0	(4)	(7)	Common Stock	0	$0.00(4)	0	I	See Footnotes(5)(10)

Explanation of Responses:

1. 2,496,956 shares of Common Stock collectively held by Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") and Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") as of the date hereof, were received upon the closing of the initial public offering of the Issuer when the shares of Issuer's Preferred Stock automatically converted into shares of Common Stock.

2. 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.

3. The Series D 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 Series E Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1.3700625 basis upon closing of the initial public offering of the Issuer.

5. The reporting person is a director of Deer VIII & Co. Ltd, which is the general partner of Deer VIII & Co. L.P., which is the general partner of the Bessemer Entities. The reporting person disclaims beneficial ownership of the securities held by the Bessemer Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII & Co. Ltd., his interest in Deer VIII & Co. L.P. and his indirect limited partnership interest in the Bessemer Entities. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.

6. As a result of the conversion of the Series A, Series D and Series E Preferred Stock into Common Stock, BVP Institutional owns 1,485,487 shares of Common Stock and BVP VIII owns 1,235,182 shares of Common Stock.

7. Not applicable.

8. Upon closing of the Issuer's initial public offering, 36,400 shares of Series A Preferred Stock owned by BVP Institutional and 30,266 shares of Series A Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock.

9. Upon closing of the Issuer's initial public offering, 1,190,440 shares of Series D Preferred Stock owned by BVP Institutional and 989,853 shares of Series D Preferred Stock owned by BVP VIII were automatically converted into shares of Common Stock.

10. Upon closing of the Issuer's initial public offering, 99,630 shares of Series E Preferred Stock owned by BVP Institutional and 82,842 shares of Series E Preferred Stock owned by BVP VIII were automatically converted into 136,499 and 113,498 shares of Common Stock, respectively.

Remarks:

	/s/ Matthew A. Kaminer, Attorney-in-Fact	11/18/2015
	** 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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