Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Deeter Byron B
  2. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE INC [INST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2016
(Street)

LARCHMONT, NY 10538
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2016   S   0 (1) D $ 0 (1) 0 (2) I See Footnotes (2) (3)
Common Stock 08/22/2016   S   0 (4) D $ 0 (4) 0 (5) I See Footnotes (3) (5)
Common Stock 08/23/2016   S   0 (7) D $ 0 (7) 0 (8) I See Footnotes (3) (8)
Common Stock               14,267 (6) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Deeter Byron B
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
  X      

Signatures

 /s/ Byron Deeter   08/23/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On August 19, 2016, Bessemer Venture Partners VIII L.P. ("BVP VIII") and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst" and together with BVP VIII, the "Funds") sold 22,700 and 27,300 shares, respectively, of Common Stock of the Issuer at a sale price of $23.88 per share.
(2) After the above transaction, BVP VIII owned 545,027 shares and BVP VIII Inst owned 655,475 shares.
(3) Mr. Deeter is a director of Deer VIII & Co. Ltd. ("Deer VIII Ltd"), the general partner of Deer VIII & Co. L.P. ("Deer VII LP"), the general partner of the Funds. Mr. Deeter disclaims beneficial ownership of the securities sold by the Funds, and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd, his interest in Deer VIII LP, and his indirect limited partnership interest in the Funds.
(4) On August 22, 2016, BVP VIII and BVP VIII Inst sold 22,700 and 27,300 shares, respectively, of Common Stock of the Issuer at a sale price of $23.80 per share.
(5) After the above transaction, BVP VIII owned 522,327 shares and BVP VIII Inst owned 628,175 shares.
(6) Includes 8,798 shares received by Mr. Deeter in distributions-in-kind by the Funds on August 18, 2016, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "DIKs'). After the DIKs, BVP VIII and BVP VIII Inst owned 567,727 and 682,775 shares, respectively.
(7) On August 23, 2016, BVP VIII and BVP VIII Inst sold 18,160 and 21,840 shares, respectively, of Common Stock of the Issuer at a sale price of $23.81 per share.
(8) After the above transaction, BVP VIII owned 504,167 shares and BVP VIII Inst owned 606,335 shares.

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