0000891836-18-000042.txt : 20181015 0000891836-18-000042.hdr.sgml : 20181015 20181012211117 ACCESSION NUMBER: 0000891836-18-000042 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20181015 DATE AS OF CHANGE: 20181012 GROUP MEMBERS: BETTY JANE WEIMER GROUP MEMBERS: BILL & SUSAN OBERNDORF FOUNDATION GROUP MEMBERS: CAROLINE G. OBERNDORF GROUP MEMBERS: OBERNDORF INVESTMENTS LLC GROUP MEMBERS: PETER C. OBERNDORF GROUP MEMBERS: SUSAN C. OBERNDORF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSTRUCTURE INC CENTRAL INDEX KEY: 0001355754 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89329 FILM NUMBER: 181121166 BUSINESS ADDRESS: STREET 1: 6330 SOUTH 3000 EAST, SUITE 700 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: (800) 203-6755 MAIL ADDRESS: STREET 1: 6330 SOUTH 3000 EAST, SUITE 700 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OBERNDORF WILLIAM E CENTRAL INDEX KEY: 0001218663 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 615 FRONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 sc0022.htm SCHEDULE 13G
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
  

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 
 
  

Instructure, Inc.
(Name of Issuer)

 
 
  

Common Stock
(Title of Class of Securities)

45781U103
(CUSIP Number)

October 3, 2018
(Date of Event which Requires Filing of this Statement)

 
 
  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐
Rule 13d-1(b)

☒
Rule 13d-1(c)

☐
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

 


CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
William E. Oberndorf
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
643,086(1)
6.
Shared Voting Power
 
1,490,567(2)
7.
Sole Dispositive Power
 
643,086(1)
8.
Shared Dispositive Power
 
1,490,567(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,133,653
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
6.1%(3)
12.
Type of Reporting Person (See Instructions)
 
(IN)

_______________
(1)
All of these shares are held in William E. Oberndorf’s Individual Retirement Account, which is self-directed.
(2)
Of these shares, 1,467,367 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as the sole controlling person of Oberndorf Investments LLC, 200 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Caroline G. Oberndorf, 12,000 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Betty Jane Weimer and 11,000 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of William Oberndorf.
(3)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
2

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Oberndorf Investments LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
1,467,367(1)
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
1,467,367(1)
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,467,367
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
4.2%(2)
12.
Type of Reporting Person (See Instructions)
 
(OO) – limited liability company

_______________
(1)
Power is exercised through William E. Oberndorf as the sole member of the manager of Oberndorf Investments LLC.
(2)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.

3

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Bill & Susan Oberndorf Foundation
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
California
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
59,538(1)
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
59,538(1)
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
59,538
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
0.2%(2)
12.
Type of Reporting Person (See Instructions)
 
(CO)

_______________
(1)
Power is exercised through its two directors, William E. Oberndorf and Susan C. Oberndorf.
(2)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
 

4

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Peter C. Oberndorf
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
19,000
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
19,000
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
19,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
**0.1%(1)
12.
Type of Reporting Person (See Instructions)
 
(IN)

_______________
(1)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
**
Denotes less than.

5

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Caroline G. Oberndorf
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
200(1)
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
200(1)
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
200
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
**0.1%(2)
12.
Type of Reporting Person (See Instructions)
 
(IN)

_______________
(1)
William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.
(2)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
**
Denotes less than.

6

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Betty Jane Weimer
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
12,000(1)
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
12,000(1)
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
12,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
**0.1%(2)
12.
Type of Reporting Person (See Instructions)
 
(IN)

_______________
(1)
William E. Oberndorf is an authorized signatory for the account of Betty Jane Weimer.
(2)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
**
Denotes less than.

7

CUSIP No. 45781U103

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Susan C. Oberndorf
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐            (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
USA
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
 With:
5.
Sole Voting Power
 
310(1)
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
310(1)
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
310
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
11.
Percent of Class Represented By Amount in Row (9)
 
**0.1%(2)
12.
Type of Reporting Person (See Instructions)
 
(IN)

_______________
(1)
All of these shares are held in Susan C. Oberndorf’s Individual Retirement Account.
(2)
Based on 34,829,305 shares of common stock outstanding as of July 26, 2018.
**
Denotes less than.

8

 
Item 1.
(a)
Name of Issuer
   
Instructure, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
   
6330 South 3000 East, Suite 700
Salt Lake City, UT 84121
Item 2.
(a)
Name of Person Filing
   
William E. Oberndorf (“WEO”), Oberndorf Investments LLC, a Delaware limited liability company (“OBI”), Bill & Susan Oberndorf Foundation, a California corporation (“Oberndorf Foundation”), Peter C. Oberndorf (“PCO”), Caroline G. Oberndorf (“CGO”), Betty Jane Weimer (“BJW”) and Susan C. Oberndorf (“SCO”). WEO, OBI, Oberndorf Foundation, PCO, CGO, BJW and SCO are sometimes hereinafter referred to as the “Reporting Persons.”
   
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
(b), (c)
Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
   
The principal business address of WEO is 615 Front Street, San Francisco, CA 94111. WEO is a citizen of the United States of America.
   
The principal business address of OBI is 615 Front Street, San Francisco, CA 94111. OBI is a Delaware limited liability company.
   
The principal business address of Oberndorf Foundation is 615 Front Street, San Francisco, CA 94111. Oberndorf Foundation is a California corporation.
   
PCO’s address is 615 Front Street, San Francisco, CA 94111. PCO is a citizen of the United States of America.
   
CGO’s address is 615 Front Street, San Francisco, CA 94111. CGO is a citizen of the United States of America.
   
BJW’s address is 615 Front Street, San Francisco, CA 94111. BJW is a citizen of the United States of America.
   
SCO’s address is 615 Front Street, San Francisco, CA 94111. SCO is a citizen of the United States of America.
 
(d)
Title of Class of Securities
   
Common Stock
 
(e)
CUSIP Number:
   
45781U103
Item 3.
  
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
   
Not Applicable.
Item 4.
  
Ownership.
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
9


 
(b)
(a)
(c)(i)
(c)(ii)
(c)(iii)
(c)(iv)
     
Common Stock
     
Voting Power
Disposition Power
Reporting Persons
Percent of Class
Amount Beneficially Owned
Sole
Shared
Sole
Shared
William E. Oberndorf
6.1%
2,133,653
643,086
1,490,567
643,086
1,490,567
Oberndorf Investments LLC
4.2%
1,467,367
1,467,367
0
1,467,367
0
Bill & Susan Oberndorf Foundation
0.2%
59,538
59,538
0
59,538
0
Peter C. Oberndorf
**0.1%
19,000
19,000
0
19,000
0
Caroline G. Oberndorf
**0.1%
200
200
0
200
0
Betty Jane Weimer
**0.1%
12,000
12,000
0
12,000
0
Susan C. Oberndorf
**0.1%
310
310
0
310
0


   
The foregoing percentages are based on 34,829,305 shares of common stock outstanding as of July 26, 2018 as set forth in Instructure, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 filed with the Securities and Exchange Commission on August 1, 2018.
   
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5.
  
Ownership of Five Percent or Less of a Class.
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
   
Instruction. Dissolution of a group requires a response to this item.
Item 6.
  
Ownership of More than Five Percent on Behalf of Another Person.
   
No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common stock held by the Reporting Persons.
Item 7.
  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
Not Applicable.
Item 8.
  
Identification and Classification of Members of the Group.
   
Not Applicable.
Item 9.
  
Notice of Dissolution of Group.
   
Not Applicable.
Item 10.
  
Certification.
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
October  12, 2018
  
     
     
 
/s/ Gary Scheier
  
 
Signature
  
     
     
 
Gary Scheier
  
 
Attorney-in-fact for:
  
     
 
William E. Oberndorf (1)
Oberndorf Investments LLC (1)
Bill & Susan Oberndorf Foundation (1)
Peter C. Oberndorf (1)
Caroline G. Oberndorf (1)
Betty Jane Weimer (1)
Susan C. Oberndorf (2)
  
     

 
(1)
A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
     
 
(2)
A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity is filed as Exhibit B.

11

EXHIBIT INDEX

Exhibit
Document Description
   
A
Agreement Pursuant to Rule 13d-1(k)
   
B
Power of Attorney

 
12
 EX-99.A 2 ex_99-a.htm AGREEMENT PURSUANT TO RULE 13D-1(K)

Exhibit A

Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.

 
October  12, 2018
  
     
     
 
/s/ Gary Scheier
  
 
Signature
  
     
     
 
Gary Scheier
  
 
Attorney-in-fact for:
  
     
 
William E. Oberndorf (1)
Oberndorf Investments LLC (1)
Bill & Susan Oberndorf Foundation (1)
Peter C. Oberndorf (1)
Caroline G. Oberndorf (1)
Betty Jane Weimer (1)
Susan C. Oberndorf (2)
  
     

 
(1)
A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
     
 
(2)
A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity is filed as Exhibit B.

EX-99.B 3 ex_99-b.htm POWER OF ATTORNEY
 
Exhibit B

POWER OF ATTORNEY

Know all by these presents, that Susan C. Oberndorf IRA (the “Grantor”) has made, constituted and appointed, and by these presents does make, constitute and appoint each of William E. Oberndorf and Gary Scheier (each, an “Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in Grantor’s name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:

(1)
To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.

(2)
To do all such other acts and things as, in such Attorney’s discretion, he deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.

(3)
To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.

The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing.

The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.


IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by its signature as of the 6th day of October, 2018.  The Power of Attorney shall remain in full force and effect until the undersigned is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 and the rules thereunder, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.



 
Susan C. Oberndorf IRA
   
 
By
/s/ Susan C. Oberndorf
   
Name:
Susan C. Oberndorf