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)
05/24/2016
(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 05/24/2016   M   5,469 A (1) 5,469 D  
Common Stock               0 (2) I See Footnotes (2) (3)

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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
Restricted Stock Units (4) 05/24/2016   M     5,469   (5)   (5) Common Stock 5,469 $ 0 10,937 D  

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/ Matthew A. Kaminer, Attorney-in-Fact   05/24/2016
**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) The restricted stock units (the "RSU") convert into the Issuer's Common Stock on a one-for-one basis.
(2) Bessemer Venture Partners VIII Institutional L.P. ("BVP Institutional") owns 1,485,487 shares of the Issuer's Common Stock and Bessemer Venture Partners VIII L.P. ("BVP VIII," and together with BVP Institutional, the "Bessemer Entities") owns 1,235,182 shares of the Issuer's Common Stock as of the date hereof.
(3) The Reporting Person is a director of Deer VIII & Co. Ltd, which is the general partner of Deer VIII & Co. L.P., which is the general partner of the Bessemer Entities. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII & Co. Ltd., his interest in Deer VIII & Co. L.P. and his indirect limited partnership interest in the Bessemer Entities. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
(4) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(5) On November 12, 2015, the Reporting Person was granted an RSU for 16,406 shares of the Issuer's Common Stock, vesting annually for so long as the Reporting Person provides continuous service to the Issuer with (i) one-third vesting on the last market trading day immediately prior to Issuer's first annual stockholder meeting held after November 12, 2015, which vesting date is May 24, 2016, and (ii) two-thirds vesting on the last market trading day immediately prior to Issuer's second annual stockholder meeting held after November 12, 2015.

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