4//SEC Filing
Maylett Frank Daniel 4
Accession 0000899243-20-009575
CIK 0001355754other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 5:43 PM ET
Size
8.4 KB
Accession
0000899243-20-009575
Insider Transaction Report
Form 4
INSTRUCTURE INCINST
Maylett Frank Daniel
EVP, Global Sales
Transactions
- Disposition to Issuer
Common Stock
2020-03-24$49.00/sh−587$28,763→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-03-24$49.00/sh−75,854$3,716,846→ 0 total→ Common Stock (75,854 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to 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"), whereby each share of Issuer common stock (other than shares accepted for payment in the tender offer commenced by Merger Sub and shares held by stockholders who validly exercise appraisal rights under Section 262 of the Delaware General Corporation Law or held by the Issuer, Parent or their respective wholly owned subsidiaries) was cancelled and converted into 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.
Documents
Issuer
INSTRUCTURE INC
CIK 0001355754
Entity typeother
Related Parties
1- filerCIK 0001434766
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 5:43 PM ET
- Size
- 8.4 KB