Statement of Changes in Beneficial Ownership (4)
October 27 2016 - 12:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
EPIC VENTURE FUND IV, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
INSTRUCTURE INC
[
INST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EPIC VENTURES, 15 W. SOUTH TEMPLE #500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/24/2016
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(Street)
SALT LAKE CITY, UT 84101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/24/2016
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S
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20616
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D
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$26.68
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2209176
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D
(1)
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Common Stock
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10/24/2016
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S
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9290
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D
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$26.68
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995530
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I
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By Zions SBIC LLC
(2)
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Common Stock
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10/24/2016
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S
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302
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D
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$26.68
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32357
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I
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By Kent I. Madsen
(3)
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Common Stock
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10/24/2016
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S
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302
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D
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$26.68
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32357
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I
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By NKE Investments, LLC
(4)
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Common Stock
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10/25/2016
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S
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6279
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D
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$26.70
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2202879
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D
(1)
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Common Stock
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10/25/2016
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S
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2830
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D
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$26.70
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992700
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I
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By Zions SBIC LLC
(2)
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Common Stock
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10/25/2016
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S
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92
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D
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$26.70
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32265
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I
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By Kent I. Madsen
(3)
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Common Stock
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10/25/2016
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S
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92
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D
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$26.70
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32265
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I
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By NKE Investments, LLC
(4)
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Common Stock
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10/26/2016
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S
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133
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D
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$26.70
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2202764
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D
(1)
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Common Stock
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10/26/2016
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S
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60
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D
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$26.70
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992640
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I
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By Zions SBIC LLC
(2)
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Common Stock
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10/26/2016
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S
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2
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D
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$26.70
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32263
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I
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By Kent I. Madsen
(3)
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Common Stock
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10/26/2016
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S
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2
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D
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$26.70
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32263
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I
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By NKE Investments, LLC
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Epic Management Partners, LLC (EMP) is the investment manager of Epic Venture Fund IV, LLC (EVF IV) and has sole voting and investment power with regard to the shares held directly by EVF IV. E. Nicholaus Efstratis (Mr. Efstratis) and Kent I. Madsen (Mr. Madsen) are the managers of EMP and, therefore, may be deemed to share voting and investment power with regard to the shares held by EVF IV. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
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(
2)
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ZWMC IV, L.L.C. (ZWMC) is the investment manager of Zions SBIC LLC (Zions SBIC) and has sole voting and investment power with regard to the shares held directly by Zions SBIC. Mr. Efstratis and Mr. Madsen are the managers of ZWMC and, therefore, may be deemed to share voting and investment power with regard to the shares held by Zions SBIC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
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(
3)
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These shares are owned directly by Mr. Madsen.
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(
4)
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Mr. Efstratis has voting and dispositive power with respect to the shares held by NKE Investments, LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EPIC VENTURE FUND IV, LLC
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT 84101
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X
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ZIONS SBIC LLC
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT 84101
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X
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MADSEN KENT
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT 84101
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X
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Efstratis E. Nicholaus
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT 84101
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X
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Signatures
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/s/ Kent I. Madsen, Manager of Epic Management Partners,LLC, Investment Manager of Epic Venture Fund IV, LLC
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10/27/2016
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**
Signature of Reporting Person
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Date
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/s/ Kent I. Madsen, Manager of ZWMC, IV, L.L.C., Investment Manager of Zions SBIC LLC
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10/27/2016
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**
Signature of Reporting Person
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Date
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/s/ Kent I. Madsen, an individual
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10/27/2016
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**
Signature of Reporting Person
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Date
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/s/ E. Nicholaus Efstratis, an individual
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10/27/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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