Sec Form 3 Filing - THOMA BRAVO UGP, LLC @ INSTRUCTURE HOLDINGS, INC. - 2021-07-22

FORM 3 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 THOMA BRAVO UGP, LLC 2. Issuer Name and Ticker or Trading Symbol INSTRUCTURE HOLDINGS, 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 THOMA BRAVO, L.P., 150 NORTH RIVERSIDE PLAZA, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2021 (Street) CHICAGO, IL60606 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, par value $0.01 per share 122,065,804 ( 1 ) I See footnote ( 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 THOMA BRAVO UGP, LLC C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XIII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XIII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XIII-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO EXECUTIVE FUND XIII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X Signatures /s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC 07/22/2021 Signature of Reporting Person Date /s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the General Partner of Thoma Bravo Partners XIII, L.P. 07/22/2021 Signature of Reporting Person Date /s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII, L.P. 07/22/2021 Signature of Reporting Person Date /s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII-A, L.P. 07/22/2021 Signature of Reporting Person Date /s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Executive Fund XIII, L.P. 07/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 1,073,324 shares held directly by Thoma Bravo Executive Fund XIII, L.P. ("TB Exec Fund"), 56,619,128 shares held directly by Thoma Bravo Fund XIII, L.P. ("TB Fund XIII"), and 64,373,352 shares held directly by Thoma Bravo Fund XIII-A, L.P. ("TB Fund XIII-A"). ( 2 )Thoma Bravo Partners XIII, L.P. ("TB Partners XIII") is the general partner of each of TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate general partner of TB Partners XIII. By virtue of the relationships described in this footnote, TB UGP and TB Partners XIII may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Each of TB UGP and TB Partners XIII disclaims beneficial ownership of the shares owned by TB Exec Fund, TB Fund XIII, and TB Fund XIII-A except to the extent of its pecuniary interest therein.

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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