Sec Form 4 Filing - Kaminer Matthew @ INSTRUCTURE INC - 2020-03-24

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 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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1. Name and Address of Reporting Person Kaminer Matthew 2. Issuer Name and Ticker or Trading Symbol INSTRUCTURE INC [ INST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2020 (Street) SALT LAKE CITY, UT84121 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/24/2020 D 52,470 D $ 49 ( 1 ) 0 D Common Stock 03/24/2020 D 751 D $ 49 ( 1 ) 0 I By spouse Common Stock 03/24/2020 D 100 D $ 49 ( 1 ) 0 I By son Common Stock 03/24/2020 D 100 D $ 49 ( 1 ) 0 I By son

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 03/24/2020 D( 3 ) 1,048 ( 3 ) ( 3 ) Common Stock 1,048 $ 49 ( 3 ) 0 D Restricted Stock Units ( 2 ) 03/24/2020 D( 3 ) 3,036 ( 3 ) ( 3 ) Common Stock 3,036 $ 49 ( 3 ) 0 D Restricted Stock Units ( 2 ) 03/24/2020 D( 3 ) 4,455 ( 3 ) ( 3 ) Common Stock 4,455 $ 49 ( 3 ) 0 D Restricted Stock Units ( 2 ) 03/24/2020 D( 3 ) 83,723 ( 3 ) ( 3 ) Common Stock 83,723 $ 49 ( 3 ) 0 D Stock Option (Right to Buy) $ 11.25 03/24/2020 D( 4 ) 51,666 ( 4 ) 04/28/2025 Common Stock 51,666 $ 49 ( 4 ) 0 D Stock Option (Right to Buy) $ 13.79 03/24/2020 D( 5 ) 28,154 ( 5 ) 02/25/2026 Common Stock 28,154 $ 49 ( 5 ) 0 D Stock Option (Right to Buy) $ 21.75 03/24/2020 D( 5 ) 19,644 ( 5 ) 01/25/2027 Common Stock 19,644 $ 49 ( 5 ) 0 D Stock Option (Right to Buy) $ 34.25 03/24/2020 D( 5 ) 18,303 ( 5 ) 01/22/2028 Common Stock 18,303 $ 49 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaminer Matthew C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT84121 Chief Legal Officer Signatures /s/ Matthew A. Kaminer 03/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 17, 2020,by and among the Issuer, Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company ("Parent") and PIV Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), whereby each share of Issuer common stock (other than shares accepted for payment in the tender offer commenced by Merger Sub and shares held by stockholders who validly exercise appraisal rights under Section 262 of the Delaware General Corporation Law or held by the Issuer, Parent or their respective wholly owned subsidiaries) was cancelled and converted into the right to receive $49.00 in cash per share. ( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. ( 3 )Disposed of pursuant to the Merger Agreement, whereby each Issuer RSU that was unexpired, unsettled, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited RSUs) was cancelled and replaced with the right to receive to receive $49.00 in cash per share underlying the RSU, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled RSU, including vesting conditions. ( 4 )Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and vested as of immediately prior to the effective time of the merger was cancelled and converted into the right to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings. ( 5 )Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited options) was cancelled and replaced with the right to receive to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled option, including vesting conditions.

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