Sec Form 13G Filing - Insight Venture Partners VIII L.P. filing for Instructure Holdings, Inc. (INST) - 2016-02-09

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Item 2:

	1114 Avenue of the Americas
	36th Floor
	New York, New York 10036

 

 

 

 

 

 

 

 

 

 

 

Common Stock, par value $0.0001 per share (“Common Stock”)

45781U103

	A.	[ ]	Broker or dealer registered under Section 15 of the Act,
	B.	[ ]	Bank as defined in Section 3(a)(6) of the Act,
	C.	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act,
	D.	[ ]	Investment Company registered under Section 8 of the Investment Company Act of 1940,
	E.	[ ]	Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
	F.	[ ]	Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
	G.	[ ]	Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
	H.	[ ]	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
	I.	[ ]	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
	J.	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4:

Ownership:

This Schedule 13G is being filed by Insight Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP VIII"), Insight Venture Partners (Cayman) VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP Cayman VIII"), Insight Venture Partners (Delaware) VIII, L.P., a Delaware limited partnership (hereinafter referred to as "IVP Delaware VIII"),  and Insight Venture Partners VIII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP VIII Co-Investors", and together with IVP VIII, IVP Cayman VIII and IVP Delaware VIII, the "Insight VIII Funds"), Insight Venture Partners Coinvestment Fund III, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP III"), Insight Venture Partners Coinvestment Fund (Delaware) III, L.P., a Delaware limited partnership (hereinafter referred to as "IVP Delaware III", and together with IVP III, the Insight III Funds), Insight Venture Associates VIII, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "Associates VIII LP"), Insight Venture Associates VIII, Ltd., a Cayman Islands

 

 

exempted company (hereinafter referred to as “Associates VIII Ltd”), Insight Venture Associates Coinvestment III, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "Coinvestment III LP"), Insight Venture Associates Coinvstment III, Ltd., a Cayman Islands exempted company (hereinafter referred to as “Coinvestment III Ltd”), and Insight Holdings Group, LLC, a Delaware limited liability company (hereinafter referred to as "Holdings" and, together with Associates VIII LP, Associates VIII Ltd, Coinvestment III LP, Coinvestment III Ltd, the Insight VIII Funds and the Insight III Funds, the “Reporting Per sons”). Associates VIII LP is the general partner of each of the Insight VIII Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds.  Associates VIII Ltd is the general partner of Associates VIII LP, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds.  Coinvestment III LP is the general partner of each of the Insight III Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight III Funds.  Coinvestment III Ltd is the general partner of Coinvestment III LP, and as such may be deemed to be the beneficial owner of all shares held by the Insight III Funds.  Holdings is the sole shareholder of Associates VIII Ltd and Coinvestment III Ltd, and as such may be deemed to be the beneficial owner of all shares held by the Insight VIII Funds and the Insight III Funds.  As a result, the beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Schedule 13G, is as follows:

(a) Amount beneficially owned: 805,433

(b) Percent of class: 3.0%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 208,341

(b) Percent of class: 0.8%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 255,458

(b) Percent of class: 1.0%.*

(c) Number of shares as to which such person has:

 

 

 

 

 

 

 

 

 

(a) Amount beneficially owned: 28,743

(b) Percent of class: 0.1%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 753,005

(b) Percent of class: 2.8%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 544,972

(b) Percent of class: 2.1%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 1,297,975

(b) Percent of class: 4.9%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 1,297,975

(b) Percent of class: 4.9%.*

(c) Number of shares as to which such person has:

 

 

 

 

 

 

 

(a) Amount beneficially owned: 1,297,977

(b) Percent of class: 4.9%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 1,297,977

(b) Percent of class: 4.9%.*

(c) Number of shares as to which such person has:

(a) Amount beneficially owned: 2,595,952

(b) Percent of class: 9.8%.*

(c) Number of shares as to which such person has:

* The percentages used in this Schedule 13G, including the cover pages hereto, are calculated based upon the 26,535,566 shares of Common Stock issued and outstanding, after taking into account the offering described therein, as reported in the Company’s Prospectus filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission on November 13, 2015.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]

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The Reporting Persons are making this single, joint filing because they may be dee med to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1.  Each of the Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

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