4//SEC Filing
Kaminsky Steven B. 4
Accession 0000899243-20-009566
CIK 0001355754other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 5:37 PM ET
Size
20.5 KB
Accession
0000899243-20-009566
Insider Transaction Report
Form 4
INSTRUCTURE INCINST
Kaminsky Steven B.
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-03-24$49.00/sh−4,780$234,220→ 0 total→ Common Stock (4,780 underlying) - Disposition from Tender
Common Stock
2020-03-24$49.00/sh−200,155$9,807,595→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-03-24$49.00/sh−7,425$363,825→ 0 total→ Common Stock (7,425 underlying) - Disposition to Issuer
Stock Option(Right to Buy)
2020-03-24$49.00/sh−30,506$1,494,794→ 0 totalExercise: $34.25Exp: 2028-01-22→ Common Stock (30,506 underlying) - Disposition to Issuer
Restricted Stock Units
2020-03-24$49.00/sh−145,001$7,105,049→ 0 total→ Common Stock (145,001 underlying) - Disposition to Issuer
Stock Option(Right to Buy)
2020-03-24$49.00/sh−5,509$269,941→ 0 totalExercise: $13.79Exp: 2026-02-25→ Common Stock (5,509 underlying) - Disposition to Issuer
Stock Option(Right to Buy)
2020-03-24$49.00/sh−11,601$568,449→ 0 totalExercise: $21.75Exp: 2027-01-25→ Common Stock (11,601 underlying)
Footnotes (5)
- [F1]On February 17, 2020, the Issuer entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 17, 2020, by and among the Issuer, Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company("Parent") and PIV Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), Shares accepted for payment in the tender offer commenced by Merger Sub in exchange for the right to receive $49.00 in cash per share.
- [F2]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
- [F3]Disposed of pursuant to the Merger Agreement, whereby each Issuer RSU that was unexpired, unsettled, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited RSUs) was cancelled and replaced with the right to receive to receive $49.00 in cash per share underlying the RSU, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled RSU, including vesting conditions.
- [F4]Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and vested as of immediately prior to the effective time of the merger was cancelled and converted into the right to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings.
- [F5]Disposed of pursuant to the Merger Agreement, whereby each option to purchase shares of Issuer common stock that was unexpired,unexercised, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited options) was cancelled and replaced with the right to receive to receive $49.00 in cash per share subject to the option, less the applicable per share exercise price, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled option, including vesting conditions.
Documents
Issuer
INSTRUCTURE INC
CIK 0001355754
Entity typeother
Related Parties
1- filerCIK 0001657403
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 5:37 PM ET
- Size
- 20.5 KB