Statement of Changes in Beneficial Ownership (4)
September 05 2018 - 4:35PM
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
*
Kaminsky Steven B.
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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
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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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)
9/1/2018
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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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9/1/2018
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M
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1640
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A
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(1)
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151332
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D
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Common Stock
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9/1/2018
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F
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482
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D
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$40.95
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150850
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D
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Common Stock
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9/1/2018
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M
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1195
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A
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(1)
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152045
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D
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Common Stock
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9/1/2018
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F
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351
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D
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$40.95
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151694
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D
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Common Stock
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9/1/2018
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M
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928
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A
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(1)
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152622
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D
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Common Stock
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9/1/2018
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F
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273
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D
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$40.95
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152349
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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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(2)
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9/1/2018
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M
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1640
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(3)
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(3)
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Common Stock
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1640
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$0.00
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9840
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D
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Restricted Stock Units
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(2)
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9/1/2018
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M
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1195
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(4)
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(4)
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Common Stock
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1195
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$0.00
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11950
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D
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Restricted Stock Units
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(2)
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9/1/2018
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M
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928
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(5)
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(5)
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Common Stock
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928
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$0.00
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12994
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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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Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
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(3)
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On February 26, 2016, the Reporting Person was granted an RSU for 26,238 shares of the Issuer's Common Stock. The RSU vests in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the March 1, 2016 and 1/16th of the RSU on each quarterly anniversary of March 1, 2016 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 March 1, 2016.
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(4)
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On January 26, 2017, the Reporting Person was granted an RSU for 19,120 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 March 1, 2017 and 1/16th of the RSU on each quarterly anniversary of March 1, 2017 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 March 1, 2017.
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(5)
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On January 23, 2018, the Reporting Person was granted 14,850 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 March 1, 2018 and 1/16th of the RSU on each quarterly anniversary of March 1, 2018 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 March 1, 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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Kaminsky Steven B.
C/O INSTRUCTURE, INC.
6330 SOUTH 3000 EAST, SUITE 700
SALT LAKE CITY, UT 84121
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Chief Financial Officer
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Signatures
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/s/ Matthew A. Kaminer, Attorney-in-Fact
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9/5/2018
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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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