Sec Form 4 Filing - Marcus Adam D. @ 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 Marcus Adam D. 2. Issuer Name and Ticker or Trading Symbol INSTRUCTURE INC [ INST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2017 (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 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 Marcus Adam D. C/O INSTRUCTURE, INC. 6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT84121 X X Signatures /s/ Adam Marcus 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his 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. Mr. Marcus is a managing partner at OpenView Venture Partners. Mr. Marcus disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.

Remarks: The reporting person resigned from the Issuer's Board of Directors effective October 26, 2016. As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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