SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
THOMA BRAVO UGP, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021
3. Issuer Name and Ticker or Trading Symbol
INSTRUCTURE HOLDINGS, INC. [ INST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 122,065,804(1) I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
THOMA BRAVO UGP, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA BRAVO PARTNERS XIII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XIII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XIII-A, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA BRAVO EXECUTIVE FUND XIII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Consists of 1,073,324 shares held directly by Thoma Bravo Executive Fund XIII, L.P. ("TB Exec Fund"), 56,619,128 shares held directly by Thoma Bravo Fund XIII, L.P. ("TB Fund XIII"), and 64,373,352 shares held directly by Thoma Bravo Fund XIII-A, L.P. ("TB Fund XIII-A").
2. Thoma Bravo Partners XIII, L.P. ("TB Partners XIII") is the general partner of each of TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate general partner of TB Partners XIII. By virtue of the relationships described in this footnote, TB UGP and TB Partners XIII may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Each of TB UGP and TB Partners XIII disclaims beneficial ownership of the shares owned by TB Exec Fund, TB Fund XIII, and TB Fund XIII-A except to the extent of its pecuniary interest therein.
Remarks:
/s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC 07/22/2021
/s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the General Partner of Thoma Bravo Partners XIII, L.P. 07/22/2021
/s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII, L.P. 07/22/2021
/s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII-A, L.P. 07/22/2021
/s/ Holden Spaht, Managing Partner of Thoma Bravo, UGP, LLC, the ultimate GP of Thoma Bravo Executive Fund XIII, L.P. 07/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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