Sec Form 13G Filing - Deer VIII & Co. Ltd. filing for Instructure Holdings, Inc. (INST) - 2017-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Instructure, Inc.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

45781U103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Deer Management Company. LLC (“Deer Management”) is the management company affiliate of the Funds (as defined below). An employee of Deer Management who served as the representative of the Funds on the Issuer’s board of directors was granted, as director compensation, restricted stock units which in the aggregate give him the right to the shares noted above. Pursuant to a contractual obligation, such employee assigns to Deer Management any compensation received for his service as a director of the Issuer.

** The percentage of shares beneficially owned as set forth in row 11 above is based on 28,245,236 shares of Common Stock outstanding as of October 31, 2016, as reported in the Form 10-Q filed with the SEC on November 2, 2016.

Item 1(a). Name of Issuer:

Instructure, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

6330 South 3000 East, Suite 700, Salt Lake City, UT 84121

Item 2(a). Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer.

Deer VIII Ltd, Deer VIII LP, BVP VIII, BVP VIII Institutional and Deer Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o Bessemer Venture Partners

1865 Palmer Avenue; Suite 104

Larchmont, NY 10583

Item 2(c). Citizenship:

Deer VIII Ltd— Cayman Islands

Deer VIII LP — Cayman Islands

BVP VIII — Cayman Islands

BVP VIII Institutional — Cayman Islands

Deer Management – Delaware

Item 2(d). Title of Class of Securities:

Common Stock, $0.0001 par value

Item 2(e). CUSIP Number:

45781U103

Item 3. Not Applicable.

Item 4. Ownership.

For Deer VIII Ltd:

For Deer VIII LP:

For BVP VIII:

For BVP VIII Institutional:

For Deer Management:

Item 5. Ownership of Five Percent or Less of a Class

Yes. The Reporting Persons own 0.02% of the Issuer’s Common Stock outstanding.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Exhibit 1 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2017

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