0001104659-17-018124.txt : 20170320 0001104659-17-018124.hdr.sgml : 20170320 20170320203858 ACCESSION NUMBER: 0001104659-17-018124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170316 FILED AS OF DATE: 20170320 DATE AS OF CHANGE: 20170320 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: 17702757 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: 17702758 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: 17702759 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: 17702760 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: 17702761 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: 17702762 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 2017-03-16 1 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 2017-03-16 4 S 0 467 24.7345 D 94052 I By OpenView Affiliates Fund II, L.P. Common Stock 2017-03-16 4 S 0 704 24.7345 D 141713 I By OpenView Affiliates Fund, L.P. Common Stock 2017-03-16 4 S 0 9483 24.7345 D 1908570 I By OpenView Venture Partners II, L.P. Common Stock 2017-03-16 4 S 0 9246 24.7345 D 1860909 I By OpenView Venture Partners, L.P. Common Stock 2017-03-20 4 J 0 31702 0 D 62350 I By OpenView Affiliates Fund II, L.P. Common Stock 2017-03-20 4 J 0 47765 0 D 93948 I By OpenView Affiliates Fund, L.P. Common Stock 2017-03-20 4 J 0 643298 0 D 1265272 I By OpenView Venture Partners II, L.P. Common Stock 2017-03-20 4 J 0 627235 0 D 1233674 I By OpenView Venture Partners, L.P. On March 16, 2017 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 467 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 March 16, 2017 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 704 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF 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 OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. On March 16, 2017 OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 9,483 shares of Common Stock of the Issuer. 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 March 16, 2017 OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 9,246 shares of Common Stock of the Issuer. 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 $24.725 to $24.875. 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. On March 20, 2017, OAF II LP distributed in-kind, without consideration, 31,702 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OAF LP distributed in-kind, without consideration, 47,765 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OVP II LP distributed in-kind, without consideration, 643,298 shares of Common Stock of the Issuer to its partners. 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 March 20, 2017, OVP LP distributed in-kind, without consideration, 627,235 shares of Common Stock of the Issuer to its partners. 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. Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by the Reporting Persons on September 6, 2016) Scott M. Maxwell, By: /s/ Rufus King, Attorney-in-Fact 2017-03-20 OpenView Management, LLC, By: /s/ Rufus King, Attorney-in-Fact 2017-03-20 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 2017-03-20 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 2017-03-20 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 2017-03-20 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 2017-03-20