Key facts
- This page summarizes Matthew A. Kaminer's Form 4 filing for INSTRUCTURE HOLDINGS, INC..
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 14 Nov 2024, 17:52.
Matthew A. Kaminer - 13 Nov 2024 Form 4 Insider Report for INSTRUCTURE HOLDINGS, INC.
- Reporting relationship
- Chief Legal Officer
- Issuer ticker
- N/A
- Reported as of
- 13 Nov 2024
- Net transaction value
- -$10,660,616
- SEC form
- 4
- Accepted by SEC
- 14 Nov 2024, 17:52:25 UTC
- Prior SEC filing
- 11 Sep 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Matthew A. Kaminer
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Matthew A. Kaminer filed Form 4 for INSTRUCTURE HOLDINGS, INC. on 14 Nov 2024.
Change
- Previous filing in this sequence was filed on 11 Sep 2024.
- Current net transaction value: -$10,660,616.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
INST
transaction
Common Stock, $0.01 par value per share
Disposed to Issuer
- Transaction value
- $10,660,616
- Shares
- -451,721
- Change %
- -100%
- Price
- $23.60
- Shares after
- 0
- Date
- 13 Nov 2024
- Ownership
- Direct
- Footnotes
- F1, F2
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Matthew A. Kaminer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 2 footnotes
Footnote 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"), owned by the Reporting Person was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon (the "Per Share Price").
Footnote F2
The shares of Common Stock reported as disposed by the Reporting Person include (i) 59,490 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) 89,235 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.