Thoma Bravo Ugp, Llc - Nov 13, 2024 Form 4 Insider Report for INSTRUCTURE HOLDINGS, INC. (INST)

Role
10%+ Owner
Signature
/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC
Stock symbol
INST
Transactions as of
Nov 13, 2024
Transactions value $
-$2,880,752,974
Form type
4
Date filed
11/14/2024, 05:58 PM
Previous filing
Oct 18, 2024

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 -$2.88B -122M -100% $23.60 0 Nov 13, 2024 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thoma Bravo Ugp, Llc 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, 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.