Statement of Changes in Beneficial Ownership (4)
May 25 2018 - 4:05PM
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
*
Collins Steven A
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/23/2018
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(Street)
SALT LAKE CITY, UT 84121
(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)
_
X
_ Form filed by One Reporting Person
___ 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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5/23/2018
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M
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9552
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A
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(1)
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9552
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D
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Common Stock
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5/23/2018
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S
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9552
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D
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$41.509
(2)
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0
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D
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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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Restricted Stock Units
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(3)
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5/23/2018
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M
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9552
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(4)
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(4)
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Common Stock
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9552
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$0.00
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0
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D
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Restricted Stock Units
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(3)
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5/24/2018
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A
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8303
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(5)
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(5)
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Common Stock
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8303
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$0.00
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8303
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D
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Explanation of Responses:
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(1)
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The restricted stock units (the "RSU") convert into Issuer's Common Stock on a one-for-one basis.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.05 to $41.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.
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(3)
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Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
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(4)
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On May 25, 2016, the Reporting Person was granted an RSU for 19,104 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) 50% vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after May 25, 2016, which vesting date was May 24, 2017, and (ii) 50% on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after May 25, 2016, which vesting date was May 23, 2018.
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(5)
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On May 24, 2018, the Reporting Person was granted an RSU for 8,303 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) 50% vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after May 24, 2018, and (ii) 50% on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after May 24, 2018.
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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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Collins Steven A
C/O INSTRUCTURE, INC.
6330 SOUTH 3000 EAST, SUITE 700
SALT LAKE CITY, UT 84121
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X
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Signatures
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/s/ Matthew A. Kaminer, Attorney-in-Fact
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5/25/2018
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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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