United states securities and exchange commission

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

(1)	The information required by this Item concerning our executive officers and our directors and nominees for director may be found under the section entitled “Proposal No. 1—Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.
(2)	The information required by this Item concerning our code of ethics may be found under the section entitled “Information Regarding the Board of Directors and Corporate Governance” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.
(3)	The information required by this Item concerning compliance with Section 16(a) of the Securities Exchange Act of 1934, amended may be found in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

61

 

 

 

Item 11. Executive Compensation.

The information required by this Item may be found under the sections entitled “Director Compensation” and “Executive Compensation” and “Equity Compensation Plan Information” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(1)	The information required by this Item with respect to security ownership of certain beneficial owners and management may be found under the section entitled “Security Ownership of Certain Beneficial Owners and Management” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.
(2)	The information required by this Item with respect to securities authorized for issuance under our equity compensation plans may be found under the sections entitled “Equity Compensation Plan Information” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

 

 

Item 13. C ertain Relationships and Related Transactions, and Director Independence.

(1)

The information required by this Item concerning related party transactions may be found under the section entitled “Transactions with Related Persons” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

(2)

The information required by this Item concerning director independence may be found under the sections entitled “Information Regarding the Board of Directors and Corporate Governance—Independence of the Board of Directors” and “Information Regarding the Board of Directors and Corporate Governance—Information Regarding Committees of the Board of Directors” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

 

 

Item 14. Principal Accounting Fees and Services.

The information required by this Item may be found under the section entitled “Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm” appearing in the 2017 Proxy Statement. Such information is incorporated herein by reference.

 

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)		Financial Statements—The financial statements filed as part of this Annual Report on Form 10-K are listed on the Index to Consolidated Financial Statements in Item 8.
(a)(2)		Financial Statement Schedules— All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
(a)(3)		Exhibits—The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.
(b)	Exhibits.

The exhibits listed on the Exhibit Index (following the Signatures section of this report) are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.

 

 

Item 16. Form 10-K Summary

Not applicable.

 

 

62

 

SIGNAT URES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		Instructure, Inc.
Date: February 10, 2017		By:	/s/ Joshua L. Coates
			Joshua L. Coates
			Chief Executive Officer

POWER OF ATTORNEY

Know All Persons By These Presents , that each person whose signature appears below constitutes and appoints Joshua L. Coates, Steven B. Kaminsky and Matthew A. Kaminer , or each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Joshua L. Coates Joshua L. Coates		Chief Executive Officer and Director (Principal Executive Officer)		February 10, 2017
/s/ Steven B. Kaminsky Steven B. Kaminsky		Chief Financial Officer (Principal Financial and Accounting Officer)		February 10, 2017
/s/ Steven A. Collins Steven A. Collins		Director		February 10, 2017
/s/ William M. Conroy William M. Conroy		Director		February 10, 2017
/s/ Ellen Levy Ellen Levy		Director		February 10, 2017
/s/ Jim Steele Jim Steele		Director		February 10, 2017
/s/ Kevin Thompson Kevin Thompson		Director		February 10, 2017
/s/ Lloyd G. Waterhouse Lloyd G. Waterhouse		Director		February 10, 2017

 

 

63

 

EXHIBIT INDEX

 

				Incorporated by Reference
Exhibit Number		Description		Schedule Form		File Number		Exhibit		Filing Date		Filed Herewith
3.1		Amended and Restated Certificate of Incorporation.		8-K		001-37629		3.1		November 18, 2015
3.2		Amended and Restated Bylaws.		S-1		333-207349		3.4		October 9, 2015
4.1		Form of Common Stock Certificate.		S-1		333-207349		4.1		November 2, 2015
10.1		Amended and Restated Investor Rights Agreement, by and among the Registrant and certain of its stockholders, dated November 21, 2014.		S-1		333-207349		10.1		October 9, 2015
10.2		Form of Indemnity Agreement by and between the Registrant and its directors and officers.		S-1		333-207349		10.2		October 9, 2015
10.3+		2010 Equity Incentive Plan and Forms of Incentive Stock Option Agreement and Nonqualified Stock Option Agreement.		S-1		333-207349		10.3		November 2, 2015
10.4+		2015 Equity Incentive Plan.		S-1		333-207349		10.4		November 2, 2015
10.5+		Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the 2015 Equity Incentive Plan.		10-Q		001-37629		10.1		May 6, 2016
10.6+		Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2015 Equity Incentive Plan.		S-1		333-207349		10.6		October 9, 2015
10.7+		2015 Employee Stock Purchase Plan.		S-1		333-207349		10.7		November 2, 2015
10.8+		Form of Executive Agreement by and between the Registrant and its officers.		S-1		333-207349		10.8		October 9, 2015
10.9+		Non-Employee Director Compensation Policy.		S-1		333-207349		10.9		October 23, 2015
10.10		Lease Agreement by and between the Registrant and Old Mill Building IV, LLC, dated October 2, 2012.		S-1		333-207349		10.10		October 9, 2015
10.11		First Amendment to Lease Agreement by and between the Registrant and Old Mill Building IV, LLC, dated October 30, 2014.		S-1		333-207349		10.11		October 9, 2015
10.12		Lease Assumption Agreement by and between the Registrant and Old Mill Building IV, LLC, dated August 11, 2015.		S-1		333-207349		10.12		November 2, 2015
10.13		Amended and Restated Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated June 15, 2015.		S-1		333-207349		10.12		October 9, 2015
10.14		Warrant to Purchase Common Stock issued to Silicon Valley Bank, dated April 1, 2014.		S-1		333-207349		10.14		October 9, 2015
10.15		Lease Agreement by and between the Registrant and Valley Grove LLC, dated November 10, 2016		8-K		001-37629		10.15		November 15, 2016
23.1		Consent of Independent Registered Public Accounting Firm										X
31.1		Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002										X
31.2		Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002										X