Sec Form 4 Filing - Maloy Marc T. @ INSTRUCTURE INC - 2017-06-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Maloy Marc T.
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)
EVP, World Wide Sales
(Last) (First) (Middle)
C/O INSTRUCTURE, INC., 6330 SOUTH 3000 EAST, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2017
(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 06/01/2017 M 1,269 A 12,077 ( 2 ) D
Common Stock 06/01/2017 F 411 D $ 27 11,666 D
Common Stock 06/01/2017 M 896 A 12,562 D
Common Stock 06/01/2017 F 290 D $ 27 12,272 D
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 ( 4 ) 06/01/2017 M 1,269 ( 5 ) ( 5 ) Common Stock 1,269 $ 0 13,958 D
Restricted Stock Units ( 4 ) 06/01/2017 M 896 ( 6 ) ( 6 ) Common Stock 896 $ 0 13,444 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maloy Marc T.
C/O INSTRUCTURE, INC.
6330 SOUTH 3000 EAST, SUITE 700
SALT LAKE CITY, UT84121
EVP, World Wide Sales
Signatures
/s/ Matthew A. Kaminer, Attorney-in-Fact 06/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units (the "RSU") convert into Issuer's Common Stock on a one-for-one basis.
( 2 )Includes 1,194 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on May 31, 2017.
( 3 )The RSUs convert into Issuer's Common Stock on a one-for-one basis.
( 4 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
( 5 )On February 26, 2016, the Reporting Person was granted an RSU for 20,302 shares of the Issuer's Common Stock. The RSU vests in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the March 1, 2016 (the "Vesting Commencement Date") and 1/16th of the RSU on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
( 6 )On January 26, 2017, the Reporting Person was granted an RSU for 14,340 shares of the Issuer's Common Stock. The RSU shall vest in equal quarterly installments, at a rate of 1/16th of the RSU on the quarterly anniversary of the March 1, 2017 (the "Vesting Commencement Date") and 1/16th of the RSU on each quarterly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the RSU shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.