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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Goldsmith Daniel Tucker (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 X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2019
	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	12/01/2019		M		25,967	A	(1)	74,144(2)	D
Common Stock	12/01/2019		M		8,200	A	(1)	82,344	D
Common Stock	12/01/2019		M		618	A	(1)	82,962	D
Common Stock	12/02/2019		F		12,616	D	$53.24	70,346	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	(3)	12/01/2019		M			8,200	(4)	(4)	Common Stock	8,200	$0.00	90,202	D
Restricted Stock Units	(3)	12/01/2019		M			618	(5)	(5)	Common Stock	618	$0.00	0	D
Restricted Stock Units	(3)	12/01/2019		M			25,967	(6)	(6)	Common Stock	25,967	$0.00	363,539	D

Explanation of Responses:

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

2. Includes 337 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on November 30, 2019.

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

4. On June 4, 2018, the Reporting Person was granted an RSU for 131,202 shares of the Issuer's Common Stock. The RSU shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of September 1, 2018 and 1/16th of the total number of shares each quarterly anniversary of September 1, 2018 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of September 1, 2018.

5. On January 23, 2019, the Reporting Person was granted an RSU for 2,473 shares of the Issuer's Common Stock. The RSU shall vest in equal quarterly installments, at a rate of 1/4th of the RSU on March 1, 2019 and 1/4th of the RSU on each quarterly anniversary of March 1, 2019 thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU fully vested on December 1, 2019.

6. On January 23, 2019, the Reporting Person was granted an RSU for 415,473 shares of the Issuer's Common Stock. The RSU shall vest in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the June 1, 2019 and 1/16th of the RSU on each quarterly anniversary of June 1, 2019 thereafter for so long as the Reporting Person provides continuous service to the Issuer,such that the RSU shall be fully vested on the four-year anniversary of June 1, 2019.

Remarks:

	/s/ Matthew A. Kaminer, Attorney-in-Fact	12/03/2019
	** 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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