Edgar Filing: INSTRUCTURE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â OpenView Management, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2015

3. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]

(Last)

(First)

(Middle)

303 CONGRESS STREET, 7TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02210

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,216	I	By OpenView Affiliates Fund II, L.P. ⁽¹⁾
Common Stock	6,353	I	By OpenView Affiliates Fund, L.P. ⁽²⁾
Common Stock	85,561	I	By OpenView Venture Partners II, L.P. ⁽³⁾
Common Stock	83,424	I	By OpenView Venture Partners, L.P. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	3,126	$ ⁽⁵⁾	I	By OpenView Affiliates Fund II, L.P. ⁽¹⁾
Series A Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	4,710	$ ⁽⁵⁾	I	By OpenView Affiliates Fund, L.P. ⁽²⁾
Series A Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	63,433	$ ⁽⁵⁾	I	By OpenView Venture Partners II, L.P. ⁽³⁾
Series A Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	61,849	$ ⁽⁵⁾	I	By OpenView Venture Partners, L.P. ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁶⁾	Common Stock	92,090	$ ⁽⁷⁾	I	By OpenView Affiliates Fund II, L.P. ⁽¹⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁶⁾	Common Stock	138,752	$ ⁽⁷⁾	I	By OpenView Affiliates Fund, L.P. ⁽²⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁶⁾	Common Stock	1,868,694	$ ⁽⁷⁾	I	By OpenView Venture Partners II, L.P. ⁽³⁾
Series B Preferred Stock	Â ⁽⁷⁾	Â ⁽⁶⁾	Common Stock	1,822,031	$ ⁽⁷⁾	I	By OpenView Venture Partners, L.P. ⁽⁴⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁶⁾	Common Stock	16,880	$ ⁽⁸⁾	I	By OpenView Affiliates Fund II, L.P. ⁽¹⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁶⁾	Common Stock	25,436	$ ⁽⁸⁾	I	By OpenView Affiliates Fund, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁶⁾	Common Stock	342,563	$ ⁽⁸⁾	I	By OpenView Venture Partners II, L.P. ⁽³⁾
Series C Preferred Stock	Â ⁽⁸⁾	Â ⁽⁶⁾	Common Stock	334,008	$ ⁽⁸⁾	I	By OpenView Venture Partners, L.P. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OpenView Management, LLC 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â
OPENVIEW AFFILIATES FUND LP 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â
OpenView Venture Partners LP 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â
OPENVIEW VENTURE PARTNERS II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â
OPENVIEW AFFILIATES FUND II LP 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â
Maxwell Scott Marcil 303 CONGRESS STREET, 7TH FLOOR BOSTON,Â MAÂ 02210	Â	Â X	Â	Â

Signatures

/s/ Scott M. Maxwell		11/12/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC		11/12/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Affiliates Fund II, L.P.		11/12/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Affiliates Fund, L.P.		11/12/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner, L.P., the general partner of OpenView Venture Partners, L.P.		11/12/2015
^**Signature of Reporting Person		Date
/s/ Scott M. Maxwell, sole manager of OpenView Management, LLC, the general partner of OpenView General Partner II, L.P., the general partner of OpenView Venture Partners II, L.P.		11/12/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The securities are held by OpenView Affiliates Fund II, L.P. ("OAF II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OAF 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)	The securities are held by OpenView Affiliates Fund, L.P. ("OAF LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OAF 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)	The securities are held by OpenView Venture Partners II, L.P. ("OVP II LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner II, L.P. ("OGP II LP"), which is the general partner of OVP 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)	The securities are held by OpenView Venture Partners, L.P. ("OVP LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner, L.P. ("OGP LP"), which is the general partner of OVP 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)	The Series A Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series A Preferred Stock will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(6)	Not applicable.
(7)	The Series B Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series B Preferred Stock will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(8)	The Series C Preferred Stock is convertible into Common Stock of the Issuer at the option of the holder. The Series C Preferred Stock will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

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