Edgar Filing: INSTRUCTURE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Efstratis E. Nicholaus

2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2015

(Street)

SALT LAKE CITY, UT 84121

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2015		C		319,306	A	$ 0 ⁽¹⁾	572,806	I	By Epic Expansion Capital Annex, LLC ⁽²⁾
Common Stock	11/18/2015		C		2,578,199	A	$ 0 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	2,672,811	I	By Epic Venture Fund IV, LLC ⁽²⁾
Common Stock	11/18/2015		C		1,168,549	A	$ 0 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	1,204,460	I	By Zions SBIC LLC ⁽²⁾
Common Stock	11/18/2015		C		374,999 ⁽⁶⁾	A	$ 0 ⁽⁶⁾	374,999 ⁽⁶⁾	I	By Epic Expansion Capital, LLC ⁽²⁾
Common Stock								39,149	I	By NKE Investments LLC ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

11/18/2015

319,306

⁽¹⁾

⁽⁸⁾

Common Stock

319,306

$ 0 ⁽¹⁾

By Epic Expansion Capital Annex, LLC ⁽²⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

1,352,194

⁽¹⁾

⁽⁸⁾

Common Stock

1,352,194

$ 0 ⁽¹⁾

By Epic Venture Fund IV, LLC ⁽²⁾

Series A Preferred Stock

⁽¹⁾

11/18/2015

26,623

⁽¹⁾

⁽⁸⁾

Common Stock

26,623

$ 0 ⁽¹⁾

By Zions SBIC LLC ⁽²⁾

Series B Preferred Stock

⁽³⁾

11/18/2015

784,314

⁽³⁾

⁽⁸⁾

Common Stock

784,314

$ 0 ⁽³⁾

By Epic Venture Fund IV, LLC ⁽²⁾

Series B Preferred Stock

⁽³⁾

11/18/2015

784,313

⁽³⁾

⁽⁸⁾

Common Stock

784,313

$ 0 ⁽³⁾

By Zions SBIC LLC ⁽²⁾

Series C Preferred Stock

⁽⁴⁾

11/18/2015

378,799

⁽⁴⁾

⁽⁸⁾

Common Stock

378,799

$ 0 ⁽⁴⁾

By Epic Venture Fund IV, LLC ⁽²⁾

Series C Preferred Stock

⁽⁴⁾

11/18/2015

143,777

⁽⁴⁾

⁽⁸⁾

Common Stock

143,777

$ 0 ⁽⁴⁾

By Zions SBIC LLC ⁽²⁾

Series D Preferred Stock

⁽⁵⁾

11/18/2015

62,892

⁽⁵⁾

⁽⁸⁾

Common Stock

62,892

$ 0 ⁽⁵⁾

By Epic Venture Fund IV, LLC ⁽²⁾

Series D Preferred Stock

⁽⁵⁾

11/18/2015

213,836

⁽⁵⁾

⁽⁸⁾

Common Stock

213,836

$ 0 ⁽⁵⁾

By Zions SBIC LLC ⁽²⁾

Series E Preferred Stock

⁽⁶⁾

11/18/2015

273,710

⁽⁶⁾

⁽⁸⁾

Common Stock

374,999 ⁽⁶⁾

$ 0 ⁽⁶⁾

By Epic Expansion Capital, LLC ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Efstratis E. Nicholaus C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT 84121	X	X

Signatures

/s/ Matthew A. Kaminer, Attorney-in-Fact		11/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series A Preferred Stock automatically converted into Common Stock on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(2)	Mr. Efstratis has shared voting and investment power with respect to the shares held by Epic Expansion Capital Annex, LLC, Epic Expansion Capital, LLC, Epic Venture Fund IV, LLC and Zions SBIC LLC. Mr. Efstratis disclaims beneficial ownership of the securities held by such entities, except to the extent of any pecuniary interest therein.
(3)	The Series B Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(4)	The Series C Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(5)	The Series D Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(6)	The Series E Preferred Stock automatically converted into Common Stock of the Issuer on a 1-to-1.3700625 basis upon closing of the initial public offering of the Issuer.
(7)	Mr. Efstratis has voting and dispositive power over the shares held by NKE Investments, LLC.
(8)	Not applicable.

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