Sec Form 4 Filing - OpenView Management, LLC @ INSTRUCTURE INC - 2017-01-30

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) 01/30/2017 (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 01/30/2017 J( 1 ) 11,741 D $ 0 95,928 I By OpenView Affiliates Fund II, L.P. ( 1 ) Common Stock 01/30/2017 J( 2 ) 17,691 D $ 0 144,540 I By OpenView Affiliates Fund, L.P. ( 2 ) Common Stock 01/30/2017 J( 3 ) 238,259 D $ 0 1,946,644 I By OpenView Venture Partners II, L.P. ( 3 ) Common Stock 01/30/2017 J( 4 ) 232,309 D $ 0 1,898,032 I By OpenView Venture Partners, L.P. ( 4 ) Common Stock 01/31/2017 S( 5 ) 1,174 D $ 21.9 94,754 I By OpenView Affiliates Fund II, L.P. ( 5 ) Common Stock 01/31/2017 S( 6 ) 1,769 D $ 21.9 142,771 I By OpenView Affiliates Fund, L.P. ( 6 ) Common Stock 01/31/2017 S( 7 ) 23,826 D $ 21.9 1,922,818 I By OpenView Venture Partners II, L.P. ( 7 ) Common Stock 01/31/2017 S( 8 ) 23,231 D $ 21.9 1,874,801 I By OpenView Venture Partners, L.P. ( 8 ) Common Stock 02/01/2017 S( 9 ) 235 D $ 22 94,519 I By OpenView Affiliates Fund II, L.P. ( 9 ) Common Stock 02/01/2017 S( 10 ) 354 D $ 22 142,417 I By OpenView Affiliates Fund, L.P. ( 10 ) Common Stock 02/01/2017 S( 11 ) 4,765 D $ 22 1,918,053 I By OpenView Venture Partners II, L.P. ( 11 ) Common Stock 02/01/2017 S( 12 ) 4,646 D $ 22 1,870,155 I By OpenView Venture Partners, L.P. ( 12 )

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 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 Scott M. Maxwell, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date OpenView Management, LLC, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date OpenView Affiliates Fund II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date OpenView Affiliates Fund, L.P., By: OpenView General Partner, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date OpenView Venture Partners, L.P., By: OpenView General Partner, L.P., i ts general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date OpenView Venture Partners II, L.P., By: OpenView General Partner II, L.P., its general partner, By: OpenView Management, LLC, its general partner, By: /s/ Rufus King, Attorney-in-Fact 02/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 30, 2017, OpenView Affiliates Fund II, L.P. ("OAF II LP"), a venture capital partnership, distributed in-kind, without consideration, 11,741 shares of Common Stock of the Issuer to its partners. 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 January 30, 2017, OpenView Affiliates Fund, L.P. ("OAF LP"), a venture capital partnership, distributed in-kind, without consideration, 17,691 shares of Common Stock of the Issuer to its partners. 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 January 30, 2017, OpenView Venture Partners II, L.P. ("OVP II LP"), a venture capital partnership, distributed in-kind, without consideration, 238,259 shares of Common Stock of the Issuer to its partners. 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 January 30, 2017, OpenView Venture Partners, L.P. ("OVP LP"), a venture capital partnership, distributed in-kind, without consideration, 232,309 shares of Common Stock of the Issuer to its partners. 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 )On January 31, 2017 OAF II LP sold 1,174 shares of Common Stock of the Issuer. OGP II LP is the general partner of OAF 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 OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 6 )On January 31, 2017 OAF LP sold 1,769 shares of Common Stock of the Issuer. OGP LP is the general partner of OAF 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 OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 7 )On January 31, 2017 OVP II LP sold 23,826 shares of Common Stock of the Issuer. 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. ( 8 )On January 31, 2017 OVP LP sold 23,231 shares of Common Stock of the Issuer. 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. ( 9 )On February 1, 2017 OAF II LP sold 235 shares of Common Stock of the Issuer. OGP II LP is the general partner of OAF 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 OAF II LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 10 )On February 1, 2017 OAF LP sold 354 shares of Common Stock of the Issuer. OGP LP is the general partner of OAF 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 OAF LP except to the extent, if any, of his or such entity's, as applicable, pecuniary interest therein. ( 11 )On February 1, 2017 OVP II LP sold 4,765 shares of Common Stock of the Issuer. 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. ( 12 )On February 1, 2017 OVP LP sold 4,646 shares of Common Stock of the Issuer. 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.

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