0001104659-17-005786.txt : 20170201 0001104659-17-005786.hdr.sgml : 20170201 20170201154415 ACCESSION NUMBER: 0001104659-17-005786 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 GROUP MEMBERS: OPENVIEW AFFILIATES FUND II, L.P. GROUP MEMBERS: OPENVIEW AFFILIATES FUND, L.P. GROUP MEMBERS: OPENVIEW VENTURE PARTNERS II, L.P. GROUP MEMBERS: OPENVIEW VENTURE PARTNERS, L.P. GROUP MEMBERS: SCOTT M. MAXWELL 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89329 FILM NUMBER: 17564807 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: OpenView Management, LLC CENTRAL INDEX KEY: 0001658115 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 a17-3569_1sc13ga.htm SC 13G/A

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INSTRUCTURE, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

45781U103

(CUSIP Number)

December 31, 2016

Date of Event Which Requires Filing of the Statement

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

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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).

CUSIP No. 45781U103						13G/A

	1.	Name of Reporting Person OpenView Management, LLC

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	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 0

			6.		Shared Voting Power 4,585,144

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 4,585,144

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,585,144

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 16.2%

	12.	Type of Reporting Person OO

	1.	Name of Reporting Person Scott M. Maxwell

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 4,585,144

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 4,585,144

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,585,144

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 16.2%

	12.	Type of Reporting Person IN

	1.	Name of Reporting Person OpenView Affiliates Fund II, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	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 0

			6.		Shared Voting Power 107,669

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 107,669

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 107,669

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 0.4%

	12.	Type of Reporting Person PN

	1.	Name of Reporting Person OpenView Affiliates Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	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 0

			6.		Shared Voting Power 162,231

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 162,231

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 162,231

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 0.6%

	12.	Type of Reporting Person PN

	1.	Name of Reporting Person OpenView Venture Partners II, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	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 0

			6.		Shared Voting Power 2,184,903

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,184,903

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,184,903

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 7.8%

	12.	Type of Reporting Person PN

	1.	Name of Reporting Person OpenView Venture Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	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 0

			6.		Shared Voting Power 2,130,341

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 2,130,341

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,130,341

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 7.5%

	12.	Type of Reporting Person PN

Item 1(a)		Name of Issuer Instructure, Inc.
Item 1(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 This statement is being filed by the following persons with respect to the shares (the “Shares”) of common stock (“Common Stock”) of the Issuer directly owned by OpenView Affiliates Fund II, L.P. (“OAF II LP”), OpenView Affiliates Fund, L.P. (“OAF LP”), OpenView Venture Partners II, L.P. (“OVP II LP”) and OpenView Venture Partners, L.P. (“OVP LP” and, collectively, the “Funds”). (a) OpenView Management, LLC (“OVM LLC”), which is the general partner of OpenView General Partner II, L.P. (“OGP II LP”), which is the general partner of OAF II LP and OVP II LP. OVM LLC is also the general partner of OpenView General Partner, L.P. (“OGP LP”), which is the general partner of OAF LP and OVP LP. (b) Scott M. Maxwell is the sole manager of OVM LLC. (c) OAF II LP, which directly owns 107,669 shares; (d) OAF LP, which directly owns 162,231 shares; (e) OVP II LP, which directly owns 2,184,903 shares; (f) OVP LP, which directly owns 2,130,341 shares; OVM LLC, Scott M. Maxwell and the Funds are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b)		Address of Principal Business Office 303 Congress Street, 7th Floor Boston, MA 02210
Item 2(c)		Citizenship
		OVM LLC	Delaware
		Scott M. Maxwell	United States of America
		OAF II LP	Delaware
		OAF LP	Delaware
		OVP II LP	Delaware
		OVP LP	Delaware
Item 2(d)		Title of Class of Securities Common Stock, $0.0001 par value
Item 2(e)		CUSIP Number 45781U103

Item 3	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

Item 4	Ownership
	For OVM LLC:
	(a)	Amount beneficially owned: 4,585,144 shares of Common Stock
	(b)	Percent of class: 16.2%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 4,585,144
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 4,585,144

	For Scott M. Maxwell:
	(a)	Amount beneficially owned: 4,585,144 shares of Common Stock
	(b)	Percent of class: 16.2%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 4,585,144
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 4,585,144

	For OAF II LP:
	(a)	Amount beneficially owned: 107,669 shares of Common Stock
	(b)	Percent of class: 0.4%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 107,669
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 107,669

For OAF LP:
(a)	Amount beneficially owned: 162,231 shares of Common Stock
(b)	Percent of class: 0.6%
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 162,231
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 162,231

For OVP II LP:
(a)	Amount beneficially owned: 2,184,903 shares of Common Stock
(b)	Percent of class: 7.8%
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 2,184,903
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 2,184,903

	For OVP LP:
	(a)	Amount beneficially owned: 2,130,341 shares of Common Stock
	(b)	Percent of class: 7.5%
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 2,130,341
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: 2,130,341

Item 5	Ownership of Five Percent or Less of a Class
Not applicable.

Item 6	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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.

SIGNATURE

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

DATED: February 1, 2017

	SCOTT M. MAXWELL

	/s/ Rufus C. King
	By: Rufus C. King, Attorney-in-Fact


	OPENVIEW MANAGEMENT, LLC

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact


	OPENVIEW AFFILIATES FUND II, L.P.

	By: OpenView General Partner II, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact


	OPENVIEW AFFILIATES FUND, L.P.

	By: OpenView General Partner, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact


	OPENVIEW VENTURE PARTNERS, L.P.

	By: OpenView General Partner, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact


	OPENVIEW VENTURE PARTNERS II, L.P.

	By: OpenView General Partner II, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

CUSIP No. 45781U103

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Instructure, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 1st day of February, 2017.

	SCOTT M. MAXWELL

	/s/ Rufus C. King
	By: Rufus C. King, Attorney-in-Fact

	OPENVIEW MANAGEMENT, LLC

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

	OPENVIEW AFFILIATES FUND II, L.P.

	By: OpenView General Partner II, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

	OPENVIEW AFFILIATES FUND, L.P.

	By: OpenView General Partner, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

	OPENVIEW VENTURE PARTNERS, L.P.

	By: OpenView General Partner, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

	OPENVIEW VENTURE PARTNERS II, L.P.

	By: OpenView General Partner II, L.P., general partner
	By: OpenView Management, LLC, general partner

	/s/ Rufus C. King
	Rufus C. King, Attorney-in-Fact

EX-24 2 a17-3569_1ex24.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 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;

(2) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC filings pursuant to Section 13 (Schedule 13D, Schedule 13G, Form 13F and Form 13H), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Exchange Act and the rules and regulations 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 Schedule 13D, Schedule 13G, Form 13F and Form 13H, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same 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 13 of the Exchange Act and the rules and regulations thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms 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 foregoing 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: February 1, 2017	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