[ ]
|
Rule 13d-1(b)
|
||
[ ]
|
Rule 13d-1(c)
|
||
[ X ]
|
Rule 13d-1(d)
|
||
CUSIP No. 45781U103
|
13G
|
Page 2 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners VIII, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
805,433
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
805,433
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,433
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 3 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners (Cayman) VIII, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
208,341
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
208,341
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,341
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 4 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners (Delaware) VIII, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
255,458
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
255,458
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,458
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 5 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners VIII (Co-Investors), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
28,743
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
28,743
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,743
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 6 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners Coinvestment Fund III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
753,005
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
753,005
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,005
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 7 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
544,972
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
544,972
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,972
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 8 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Associates VIII, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,297,975
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,297,975
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,297,975
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 9 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Associates VIII, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,297,975
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,297,975
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,297,975
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 45781U103
|
13G
|
Page 10 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Associates Coinvestment III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,297,977
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,297,977
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,297,977
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 45781U103
|
13G
|
Page 11 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Venture Associates Coinvestment III, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,297,977
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,297,977
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,297,977
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 45781U103
|
13G
|
Page 12 of 18 Pages
|
1
|
NAME OF REPORTING PERSON
Insight Holdings Group, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
0
|
|
6
|
SHARED VOTING POWER
2,595,952
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
2,595,952
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,595,952
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
||
12
|
TYPE OF REPORTING PERSON*
OO
|
Item 1(a):
|
Name of Issuer:
|
Instructure, Inc. (the “Company”)
|
|
Item 1(b):
|
Address of Issuer’s Principal Executive Offices:
|
6330 South 3000 East, Suite 700
|
|
Salt Lake City, UT 84121
|
|
Insight Venture Partners VIII, L.P.
|
|
Insight Venture Partners (Cayman) VIII, L.P.
|
|
Insight Venture Partners (Delaware) VIII, L.P
|
|
Insight Venture Partners VIII (Co-Investors), L.P.
|
|
Insight Venture Partners Coinvestment Fund III, L.P.
|
|
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
|
Insight Venture Associates VIII, L.P.
|
|
Insight Venture Associates VIII, Ltd.
|
|
Insight Venture Associates Coinvestment III, L.P.
|
|
Insight Venture Associates Coinvestment III, Ltd.
|
|
Insight Holdings Group, LLC
|
|
1114 Avenue of the Americas
|
||
36th Floor
|
||
New York, New York 10036
|
Insight Venture Partners VIII, L.P.
|
Cayman Islands
|
|
Insight Venture Partners (Cayman) VIII, L.P.
|
Cayman Islands
|
|
Insight Venture Partners (Delaware) VIII, L.P.
|
Delaware
|
|
Insight Venture Partners VIII (Co-Investors), L.P.
|
Cayman Islands
|
|
Insight Venture Partners Coinvestment Fund III, L.P.
|
Cayman Islands
|
|
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.
|
Delaware
|
Insight Venture Associates VIII, L.P.
|
Cayman Islands
|
|
Insight Venture Associates VIII, Ltd.
|
Cayman Islands
|
|
Insight Venture Associates Coinvestment III, L.P.
|
Cayman Islands
|
|
Insight Venture Associates Coinvestment III, Ltd.
|
Cayman Islands
|
|
Insight Holdings Group, LLC
|
Delaware
|
|
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: |
INSIGHT VENTURE PARTNERS VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE PARTNERS COINVESTMENT FUND III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, L.P., its general partner
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE PARTNERS COINVESTMENT FUND (DELAWARE) III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, L.P., its general partner
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE ASSOCIATES VIII, L.P.
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE ASSOCIATES VIII, LTD.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, L.P.
|
||
By: Insight Venture Associates Coinvestment III, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT VENTURE ASSOCIATES COINVESTMENT III, LTD.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Vice President
|
||
INSIGHT HOLDINGS GROUP, LLC
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Officer
|
||
Exhibit 99.1: | Joint Filing Agreement, dated February 9, 2016, by and among the Reporting Persons. |