4//SEC Filing
THOMA BRAVO FUND XIII-A, L.P. 4
Accession 0000950170-24-127272
CIK 0001841804other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 5:58 PM ET
Size
13.8 KB
Accession
0000950170-24-127272
Insider Transaction Report
Form 4
THOMA BRAVO PARTNERS XIII, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−122,065,804$2,880,752,974→ 0 total(indirect: See footnote)
THOMA BRAVO FUND XIII-A, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−122,065,804$2,880,752,974→ 0 total(indirect: See footnote)
THOMA BRAVO UGP, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−122,065,804$2,880,752,974→ 0 total(indirect: See footnote)
THOMA BRAVO FUND XIII, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−122,065,804$2,880,752,974→ 0 total(indirect: See footnote)
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−122,065,804$2,880,752,974→ 0 total(indirect: See footnote)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated July 25, 2024, by and among the Issuer, Icon Acquisition Sub Inc. ("Merger Sub") and Icon Parent Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), owned by the Reporting Persons was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon.
- [F2]Includes 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") disposed of in connection with the Merger.
- [F3]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.
Documents
Issuer
INSTRUCTURE HOLDINGS, INC.
CIK 0001841804
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001744118
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 5:58 PM ET
- Size
- 13.8 KB