Sec Form 4 Filing - OpenView Management, LLC @ INSTRUCTURE INC - 2016-08-23

Insider filing report for Changes in Beneficial Ownership
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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)
08/23/2016
(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 08/23/2016 S( 1 ) 305 D $ 24.0502 ( 5 ) 113,104 I By OpenView Affiliates Fund II, L.P. ( 1 )
Common Stock 08/23/2016 S( 2 ) 460 D $ 24.0502 ( 5 ) 170,418 I By OpenView Affiliates Fund, L.P. ( 2 )
Common Stock 08/23/2016 S( 3 ) 6,190 D $ 24.0502 ( 5 ) 2,295,162 I By OpenView Venture Partners II, L.P. ( 3 )
Common Stock 08/23/2016 S( 4 ) 6,036 D $ 24.0502 ( 5 ) 2,237,847 I By OpenView Venture Partners, L.P. ( 4 )
Common Stock 08/24/2016 S( 6 ) 289 D $ 24.1123 ( 10 ) 112,815 I By OpenView Affiliates Fund II, L.P. ( 6 )
Common Stock 08/24/2016 S( 7 ) 435 D $ 24.1123 ( 10 ) 169,983 I By OpenView Affiliates Fund, L.P. ( 7 )
Common Stock 08/24/2016 S( 8 ) 5,858 D $ 24.1123 ( 10 ) 2,289,304 I By OpenView Venture Partners II, L.P. ( 8 )
Common Stock 08/24/2016 S( 9 ) 5,711 D $ 24.1123 ( 10 ) 2,232,136 I By OpenView Venture Partners, L.P. ( 9 )
Common Stock 08/25/2016 S( 11 ) 52 D $ 24.1386 ( 15 ) 112,763 I By OpenView Affiliates Fund II, L.P. ( 11 )
Common Stock 08/25/2016 S( 12 ) 78 D $ 24.1386 ( 15 ) 169,905 I By OpenView Affiliates Fund, L.P. ( 12 )
Common Stock 08/25/2016 S( 13 ) 1,048 D $ 24.1386 ( 15 ) 2,288,256 I By OpenView Venture Partners II, L.P. ( 13 )
Common Stock 08/25/2016 S( 14 ) 1,022 D $ 24.1386 ( 15 ) 2,231,114 I By OpenView Venture Partners, L.P. ( 14 )
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
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 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
OPENVIEW AFFILIATES FUND LP
303 CONGRESS STREET, 7TH FLOOR
BOSTON, MA02210
X
Signatures
/s/ Scott M. Maxwell 08/25/2016
Signature of Reporting Person Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC 08/25/2016
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. 08/25/2016
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 gener al partner of OpenView Affiliates Fund, L.P. 08/25/2016
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. 08/25/2016
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. 08/25/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 23, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 305 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 2 )On August 23, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 460 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 3 )On August 23, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 6,190 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
( 4 )On August 23, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 6,036 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
( 5 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.05 to $24.06. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
( 6 )On August 24, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 289 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 7 )On August 24, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 435 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 8 )On August 24, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 5,858 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
( 9 )On August 24, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 5,711 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
( 10 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.05 to $24.19. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
( 11 )On August 25, 2016 OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, sold 52 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OAF II LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 12 )On August 25, 2016 OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, sold 78 shares of Common Stock of the Issuer. OpenView General Partner L.P. ("OGP LP") is the general partner of OAF LP. OpenView Management, LLC ("OVM LLC") is the general partner of OGP 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.
( 13 )On August 25, 2016, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, sold 1048 shares of Common Stock of the Issuer. OpenView General Partner II, L.P. ("OGP II LP") is the general partner of OVP II LP. OVM LLC is the general partner of OGP 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.
( 14 )On August 25, 2016, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, sold 1022 shares of Common Stock of the Issuer. OpenView General Partner, L.P. ("OGP LP") is the general partner of OVP LP. OVM LLC is the general partner of OGP 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.
( 15 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $24.10 to $24.31. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

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