Sec Form 4/A Filing - EPIC VENTURE FUND IV, LLC @ INSTRUCTURE INC - 2016-09-01

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FORM 4/A
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
EPIC VENTURE FUND IV, 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)
C/O EPIC VENTURES, 15 W. SOUTH TEMPLE #500
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2016
(Street)
SALT LAKE CITY, UT84101
4. If Amendment, Date Original Filed (MM/DD/YY)
09/06/2016
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 09/01/2016 S 44,629 ( 5 ) D 2,591,727 D ( 1 )
Common Stock 09/01/2016 S 20,111 ( 6 ) D 1,167,920 I By Zions SBIC LLC ( 2 )
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
EPIC VENTURE FUND IV, LLC
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT84101
X
ZIONS SBIC LLC
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT84101
X
MADSEN KENT
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT84101
X
Efstratis E. Nicholaus
C/O EPIC VENTURES
15 W. SOUTH TEMPLE #500
SALT LAKE CITY, UT84101
X
Signatures
/s/ Kent I. Madsen, Manager of Epic Management Partners, LLC, Investment Manager of Epic Venture Fund IV, LLC 09/09/2016
Signature of Reporting Person Date
/s/ Kent I. Madsen, Manager of ZWMC, IV, L.L.C., Investment Manager of Zions SBIC LLC 09/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Epic Management Partners, LLC (EMP) is the investment manager of Epic Venture Fund IV, LLC (EVF IV) and has sole voting and investment power with regard to the shares held directly by EVF IV. E. Nicholaus Efstratis (Mr. Efstratis) and Kent I. Madsen (Mr. Madsen) are the managers of EMP and, therefore, may be deemed to share voting and investment power with regard to the shares held by EVF IV. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
( 2 )ZWMC IV, L.L.C. (ZWMC) is the investment manager of Zions SBIC LLC (Zions SBIC) and has sole voting and investment power with regard to the shares held directly by Zions SBIC. Mr. Efstratis and Mr. Madsen are the managers of ZWMC and, therefore, may be deemed to share voting and investment power with regard to the shares held by Zions SBIC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purpose.
( 3 )EVF IV sold 3,741 shares at $24.03 per share on September 1, 2016; 7,103 shares at $24.02 per share and 21,090 shares at $24.01 per share on September 2, 2016; and 12,695 shares at $24.04 on September 6, 2016.
( 4 )Zions ZBIC sold 1,685 shares at $24.03 per share on September 1, 2016; 3,201 shares at $24.02 per share and 9,503 shares at $24.01 per share on September 2, 2016; and 5,722 shares at $24.04 on September 6, 2016.
( 5 )On the Form 4 being amended it was disclosed that EVF IV sold 12,696 shares at $24.04 on September 6, 2016. After adjustments were made by EVF IV's broker, EVF IV actually sold 12,695 shares at $24.04 on September 6, 2016.
( 6 )On the Form 4 being amended it was disclosed that Zions SBIC sold 5,721 shares at $24.04 on September 6, 2016. After adjustments were made by Zions SBIC's broker, Zions SBIC actually sold 5,722 shares at $24.04 on September 6, 2016.

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