Sec Form 13G Filing - Deer VIII & Co. Ltd. filing for INSTRUCTURE 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

 

 

 

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CUSIP No. 45781U103		13G		Page 2 of 13 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Deer VIII & Co. Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   —0—
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   —0—
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

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CUSIP No. 45781U103		13G		Page 3 of 13 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Deer VIII & Co. L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   —0—
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   —0—
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

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CUSIP No. 45781U103		13G		Page 4 of 13 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Bessemer Venture Partners VIII L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   —0—
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   —0—
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

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CUSIP No. 45781U103		13G		Page 5 of 13 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Bessemer Venture Partners VIII Institutional L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   —0—
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   —0—
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

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CUSIP No. 45781U103		13G		Page 6 of 13 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Deer Management Co. LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   5,469*
				6.		SHARED VOTING POWER   —0—
				7.		SOLE DISPOSITIVE POWER   5,469*
				8.		SHARED DISPOSITIVE POWER   —0—
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,469*
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.02%**
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

* 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.

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CUSIP No. 45781U103		13G		Page 7 of 13 Pages

 

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.

 

(a)

Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”);

 

(b)

Deer VIII LP, the sole general partner of each of the Funds;

 

(c)

Bessemer Venture Partners VIII L.P. (“BVP VIII”), which directly owns 0 Shares;

 

(d)

Bessemer Venture Partners VIII Institutional L.P. (“BVP VIII Institutional” and, collectively with BVP VIII, the “Funds”), which directly owns 0 Shares; and

 

(e)

Deer Management Co. LLC (“Deer Management”), which directly owns 5,469 Shares.

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

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CUSIP No. 45781U103		13G		Page 8 of 13 Pages

 

Item 3. Not Applicable.

Item 4. Ownership.

For Deer VIII Ltd:

 

(a)

Amount beneficially owned: 0 Shares

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: —0—

 

(ii)

Shared power to vote or to direct the vote: —0—

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: —0—

For Deer VIII LP:

 

(a)

Amount beneficially owned: 0 Shares

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: —0—

 

(ii)

Shared power to vote or to direct the vote: —0—

 

(iii)

Sole power to dispose or to direct the disposition of: —0—

 

(iv)

Shared power to dispose or to direct the disposition of: —0—

For BVP VIII:

 

(a)

Amount beneficially owned: 0 Shares

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: —0—

 

(ii)

Shared power to vote or to direct the vote: —0—

 

(iii)

Sole power to dispose or to direct the disposition of: —0—

 

(iv)

Shared power to dispose or to direct the disposition of: —0—

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CUSIP No. 45781U103		13G		Page 9 of 13 Pages

 

For BVP VIII Institutional:

 

(a)

Amount beneficially owned: 0 Shares

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: —0—

 

(ii)

Shared power to vote or to direct the vote: —0—

 

(iii)

Sole power to dispose or to direct the disposition of: —0—

 

(iv)

Shared power to dispose or to direct the disposition of: —0—

For Deer Management:

 

(a)

Amount beneficially owned: 5,469 Shares

 

(b)

Percent of class: 0.02%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 5,469

 

(ii)

Shared power to vote or to direct the vote: —0—

 

(iii)

Sole power to dispose or to direct the disposition of: 5,469

 

(iv)

Shared power to dispose or to direct the disposition of: —0—

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.

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CUSIP No. 45781U103		13G		Page 10 of 13 Pages

 

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.

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CUSIP No. 45781U103		13G		Page 11 of 13 Pages

 

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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CUSIP No. 45781U103		13G		Page 12 of 13 Pages

 

EXHIBIT INDEX

 

Exhibit 1.		List of Members of Group