0001104659-16-143266.txt : 20160906 0001104659-16-143266.hdr.sgml : 20160906 20160906175848 ACCESSION NUMBER: 0001104659-16-143266 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160901 FILED AS OF DATE: 20160906 DATE AS OF CHANGE: 20160906 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maxwell Scott Marcil CENTRAL INDEX KEY: 0001544537 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871688 MAIL ADDRESS: STREET 1: 303 CONGRESS STREET STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OpenView Venture Partners LP CENTRAL INDEX KEY: 0001379301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871689 BUSINESS ADDRESS: STREET 1: 303 CONGRESS ST STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-478-7500 MAIL ADDRESS: STREET 1: 303 CONGRESS ST STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER NAME: FORMER CONFORMED NAME: OpenView Venture Partner LP DATE OF NAME CHANGE: 20151106 FORMER NAME: FORMER CONFORMED NAME: Open View Venture Partner L P DATE OF NAME CHANGE: 20061027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPENVIEW VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0001447315 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871690 BUSINESS ADDRESS: STREET 1: 303 CONGRESS STREET STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-478-7500 MAIL ADDRESS: STREET 1: 303 CONGRESS STREET STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPENVIEW AFFILIATES FUND LP CENTRAL INDEX KEY: 0001381678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871691 BUSINESS ADDRESS: STREET 1: 303 CONGRESS ST STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-478-7500 MAIL ADDRESS: STREET 1: 303 CONGRESS ST STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER NAME: FORMER CONFORMED NAME: OPEN VIEW AFFILSTES FUND L P DATE OF NAME CHANGE: 20061120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPENVIEW AFFILIATES FUND II LP CENTRAL INDEX KEY: 0001449197 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871692 BUSINESS ADDRESS: STREET 1: 303 CONGRESS STREET STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-478-7500 MAIL ADDRESS: STREET 1: 303 CONGRESS STREET STREET 2: 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OpenView Management, LLC CENTRAL INDEX KEY: 0001658115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37629 FILM NUMBER: 161871693 BUSINESS ADDRESS: STREET 1: C/O OPENVIEW VENTURE PARTNERS STREET 2: 303 CONGRESS STREET, 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-478-7500 MAIL ADDRESS: STREET 1: C/O OPENVIEW VENTURE PARTNERS STREET 2: 303 CONGRESS STREET, 7TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 4 1 a4.xml 4 X0306 4 2016-09-01 0 0001355754 INSTRUCTURE INC INST 0001658115 OpenView Management, LLC 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 0001449197 OPENVIEW AFFILIATES FUND II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 0001381678 OPENVIEW AFFILIATES FUND LP 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 0001447315 OPENVIEW VENTURE PARTNERS II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 0001379301 OpenView Venture Partners LP 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 0001544537 Maxwell Scott Marcil 303 CONGRESS STREET, 7TH FLOOR BOSTON MA 02210 0 0 1 0 Common Stock 2016-09-01 4 S 0 160 24.05 D 112603 I By OpenView Affiliates Fund II, L.P. Common Stock 2016-09-01 4 S 0 241 24.05 D 169664 I By OpenView Affiliates Fund, L.P. Common Stock 2016-09-01 4 S 0 3240 24.05 D 2285016 I By OpenView Venture Partners II, L.P. Common Stock 2016-09-01 4 S 0 3159 24.05 D 2227955 I By OpenView Venture Partners, L.P. Common Stock 2016-09-02 4 S 0 1006 24.05 D 111597 I By OpenView Affiliates Fund II, L.P. Common Stock 2016-09-02 4 S 0 1516 24.05 D 168148 I By OpenView Affiliates Fund, L.P. Common Stock 2016-09-02 4 S 0 20414 24.05 D 2264602 I By OpenView Venture Partners II, L.P. Common Stock 2016-09-02 4 S 0 19904 24.05 D 2208051 I By OpenView Venture Partners, L.P. Common Stock 2016-09-06 4 S 0 545 24.0726 D 111052 I By OpenView Affiliates Fund II, L.P. Common Stock 2016-09-06 4 S 0 821 24.0726 D 167327 I By OpenView Affiliates Fund, L.P. Common Stock 2016-09-06 4 S 0 11057 24.0726 D 2253545 I By OpenView Venture Partners II, L.P. Common Stock 2016-09-06 4 S 0 10781 24.0726 D 2197270 I By OpenView Venture Partners, L.P. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. Exhibit 24 - Power of Attorney Scott M. Maxwell, By: /s/ Rufus King, Attorney-in-Fact 2016-09-06 OpenView Management, LLC, By: /s/ Rufus King, Attorney-in-Fact 2016-09-06 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 2016-09-06 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 2016-09-06 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 2016-09-06 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 2016-09-06 EX-24 2 ex-24.htm EX-24

EXHIBIT 24

 

POWER OF ATTORNEY

 

Know all by these presents that each of the undersigned hereby constitutes and appoints each of Bonnie Lewis and Rufus King of OpenView Partners, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents, with respect to the undersigned’s holdings of and transactions in securities issued by Instructure, Inc. (the “Company”), to:

 

(1)           prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation thereunder;

 

(2)           prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) with respect to the securities of the Company in accordance with Section 16(a) of Exchange Act and the rules thereunder;

 

(3)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such Forms with the SEC and any stock exchange, self-regulatory association or any other authority; and

 

(4)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 


 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the attorneys-in fact.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Dated: September 6, 2016

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/ Scott M. Maxwell

 

 

Name: Scott M. Maxwell

 

 

Title: Sole Manager

 

 

 

OpenView Affiliates Fund, L.P.

 

 

 

 

By: OpenView General Partner, L.P., its general partner

 

 

 

 

 

By: OpenView Management, LLC, its general partner

 

 

 

 

 

By:

/s/ Scott M. Maxwell

 

 

Name: Scott M. Maxwell

 

 

Title: Sole Manager

 

 

 

 

 

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/ Scott M. Maxwell

 

 

Name: Scott M. Maxwell

 

 

Title: Sole Manager

 


 

 

OpenView Venture Partners, L.P.

 

 

 

 

By: OpenView General Partner, L.P., its general partner

 

 

 

 

 

By: OpenView Management, LLC, its general partner

 

 

 

 

 

By:

/s/ Scott M. Maxwell

 

 

Name: Scott M. Maxwell

 

 

Title: Sole Manager

 

 

 

 

 

OpenView Management, LLC

 

 

 

 

By:

/s/ Scott M. Maxwell

 

 

Name: Scott M. Maxwell

 

 

Title: Sole Manager

 

 

 

 

 

 

Scott M. Maxwell

 

/s/ Scott M. Maxwell