Peter Walker - Nov 13, 2024 Form 4 Insider Report for INSTRUCTURE HOLDINGS, INC. (INST)

Role: CFO
Signature: /s/ Matthew A. Kaminer, by Power of Attorney
Stock symbol: INST
Transactions as of: Nov 13, 2024
Transactions value $: -$7,221,553
Form type: 4
Date filed: 11/14/2024, 05:46 PM
Previous filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INST	Common Stock, $0.01 par value per share	Disposed to Issuer	-$7.22M	-306K	-100%	$23.60	0	Nov 13, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter Walker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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"), was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon (the "Per Share Price").
F2	The shares of Common Stock reported as disposed by the Reporting Person are comprised of (i) 148,305 unvested restricted stock units of the Issuer, which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) 157,693 unvested restricted stock units of the Issuer which, pursuant to an agreement entered into by the Reporting Person, were, immediately prior to the Effective Time, forfeited in consideration for the Reporting Person's continued employment with Parent and its affiliates following the Effective Time.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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"), was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon (the "Per Share Price").

The shares of Common Stock reported as disposed by the Reporting Person are comprised of (i) 148,305 unvested restricted stock units of the Issuer, which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) 157,693 unvested restricted stock units of the Issuer which, pursuant to an agreement entered into by the Reporting Person, were, immediately prior to the Effective Time, forfeited in consideration for the Reporting Person's continued employment with Parent and its affiliates following the Effective Time.