Sec Form 4 Filing - OpenView Management, LLC @ INSTRUCTURE INC - 2015-11-18

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 OpenView Management, LLC 2. Issuer Name and Ticker or Trading Symbol INSTRUCTURE INC [ INST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 303 CONGRESS STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2015 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/18/2015 C 112,096 A 116,312 I By OpenView Affiliates Fund II, L.P. ( 4 ) Common Stock 11/18/2015 C 168,898 A 175,251 I By OpenView Affiliates Fund, L.P. ( 5 ) Common Stock 11/18/2015 C 2,274,690 A 2,360,251 I By OpenView Venture Partners II, L.P. ( 6 ) Common Stock 11/18/2015 C 2,217,888 A 2,301,312 I By OpenView Venture Partners, L.P. ( 7 )

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 In direct (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 Series A Preferred Stock ( 1 ) 11/18/2015 C 3,126 ( 1 ) ( 8 ) Common Stock 3,126 $ 0 0 I By OpenView Affiliates Fund II, L.P. ( 4 ) Series A Preferred Stock ( 1 ) 11/18/2015 C 4,710 ( 1 ) ( 8 ) Common Stock 4,710 $ 0 0 I By OpenView Affiliates Fund, L.P. ( 5 ) Series A Preferred Stock ( 1 ) 11/18/2015 C 63,433 ( 1 ) ( 8 ) Common Stock 63,433 $ 0 0 I By OpenView Venture Partners II, L.P. ( 6 ) Series A Preferred Stock ( 1 ) 11/18/2015 C 61,849 ( 1 ) ( 8 ) Common Stock 61,849 $ 0 0 I By OpenView Venture Partners, L.P. ( 7 ) Series B Preferred Stock ( 2 ) 11/18/2015 C 92,090 ( 2 ) ( 8 ) Common Stock 92,090 $ 0 0 I By OpenView Affiliates Fund II, L.P. ( 4 ) Series B Preferred Stock ( 2 ) 11/18/2015 C 138,752 ( 2 ) ( 8 ) Common Stock 138,752 $ 0 0 I By OpenView Affiliates Fund, L.P. ( 5 ) Series B Preferred Stock ( 2 ) 11/18/2015 C 1,868,694 ( 2 ) ( 8 ) Common Stock 1,868,694 $ 0 0 I By OpenView Venture Partners II, L.P. ( 6 ) Series B Preferred Stock ( 2 ) 11/18/2015 C 1,822,031 ( 2 ) ( 8 ) Common Stock 1,822,031 $ 0 0 I By OpenView Venture Partners, L.P. ( 7 ) Series C Preferred Stock ( 3 ) 11/18/2015 C 16,880 ( 3 ) ( 8 ) Common Stock 16,880 $ 0 0 I By OpenView Affiliates Fund II, L.P. ( 4 ) Series C Preferred Stock ( 3 ) 11/18/2015 C 25,436 ( 3 ) ( 8 ) Common Stock 25,436 $ 0 0 I By OpenView Affiliates Fund, L.P. ( 5 ) Series C Preferred Stock ( 3 ) 11/18/2015 C 342,563 ( 3 ) ( 8 ) Common Stock 342,563 $ 0 0 I By OpenView Venture Partners II, L.P. ( 6 ) Series C Preferred Stock ( 3 ) 11/18/2015 C 334,008 ( 3 ) ( 8 ) Common Stock 334,008 $ 0 0 I By OpenView Venture Partners, L.P. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OpenView Management, LLC 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OPENVIEW AFFILIATES FUND II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OPENVIEW AFFILIATES FUND LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OPENVIEW VENTURE PARTNERS II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X OpenView Venture Partners LP 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X Maxwell Scott Marcil 303 CONGRESS STREET, 7TH FLOOR BOSTON, MA02210 X Signatures /s/ Scott M. Maxwell 11/18/2015 Signature of Reporting Person Date /s/ Scott M. Maxwell, sole manager of OpenView Management, LLC 11/18/2015 Signature of Reporting Person Date /s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Affiliates Fund II, L.P. 11/18/2015 Signature of Reporting Person Date /s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Affiliates Fund, L.P. 11/18/2015 Signature of Reporting Person Date /s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Venture Partners, L.P. 11/18/2015 Signature of Reporting Person Date /s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Venture Partners II, L.P. 11/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A 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. ( 2 )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. ( 3 )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. ( 4 )The securities are held by OpenView Affiliates Fund II, L.P. ("OAF II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OAF II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 5 )The securities are held by OpenView Affiliates Fund, L.P. ("OAF LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OAF LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 6 )The securities are held by OpenView Venture Partners II, L.P. ("OVP II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OVP II LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP II LP disclaims beneficial ownership of all shares held by OVP II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 7 )The securities are held by OpenView Venture Partners, L.P. ("OVP LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OVP LP. Scott M. Maxwell is the sole manager of OVM LLC. Scott M. Maxwell and each of OVM LLC and OGP LP disclaims beneficial ownership of all shares held by OVP LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 8 )Not applicable.

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