Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-009572
Date:2020-03-24
Issuer: INSTRUCTURE INC (INST)
Original Submission Date:

Reporting Person:

WATERHOUSE LLOYD G
C/O INSTRUCTURE, INC.
6330 SOUTH 3000 EAST, SUITE 700 SALT LAKE CITY, UT 84121

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-03-24 U 52,436 d $49.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-03-24 deemed execution date D 8,115 (d) common stock 8,115 $0.00 0 direct
Footnotes
IDfootnote
f1 on february 17, 2020, the issuer entered into the amended and restated agreement and plan of merger (the "merger agreement"), dated as of february 17, 2020, by and among the issuer, instructure holdings, llc (f/k/a piv purchaser, llc), a delaware limited liability company ("parent") and piv merger sub, inc., a delaware corporation and a direct and wholly owned subsidiary of parent ("merger sub"), shares accepted for payment in the tender offer commenced by merger sub in exchange for the right to receive $49.00 in cash per share.
f2 each restricted stock unit ("rsu") represents a contingent right to receive one share of the issuer's common stock.
f3 disposed of pursuant to the merger agreement, whereby each issuer rsu that was unexpired, unsettled, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited rsus) was cancelled and replaced with the right to receive to receive $49.00 in cash per share underlying the rsu, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled rsu, including vesting conditions.
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