UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2724, 2020

Instructure, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37629

26-3505687

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6330 South 3000 East, Suite 700

Salt Lake City, UT

84121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 203-6755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common Stock, par value $0.0001

INST

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~2.02.~~NOTE ~~Results of Operations and Financial Condition.~~

~~The~~On ~~following~~March 24, ~~are~~2020, Thoma Bravo, LLC, a Delaware limited liability company (“Thoma Bravo”), completed the ~~preliminary~~previously ~~results~~announced acquisition of ~~operations~~Instructure, Inc., ~~for~~a Delaware corporation (“Instructure”), ~~Inc.~~pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 17, 2020 (the “~~Company~~Merger Agreement”), by and among Instructure, Instructure Holdings, LLC (formerly known as PIV Purchaser, LLC), a Delaware corporation that is an affiliate of Thoma Bravo (“Parent”) and ~~for~~PIV Merger Sub, Inc., ~~the~~a ~~three~~Delaware corporation and ~~twelve~~an ~~months~~indirect ~~ended~~wholly ~~December 31,~~owned ~~2019.~~subsidiary of Parent (“Purchaser”).

~~Fourth~~Item ~~Quarter~~1.02 ~~and~~Termination ~~Full~~of ~~Year~~a ~~Financial~~Material ~~Summary~~Definitive Agreement.

(On March 24, 2020, in ~~thousands~~connection with the transactions contemplated by the Merger Agreement, ~~except~~Instructure ~~per~~terminated ~~share~~and ~~data~~repaid in full all outstanding obligations due under that certain Second Amended and Restated Loan and Security Agreement, dated as of June 22, 2017 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Instructure, Silicon Valley Bank and the other parties thereto.

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	69,195		$	56,251		$	258,473		$	209,544
Gross Margin
GAAP		66.9	%		69.6	%		68.0	%		70.5	%
Non-GAAP(1)		70.0	%		71.3	%		71.2	%		72.2	%
Operating Loss
GAAP		(23,403	)		(8,259	)		(85,993	)		(44,773	)
Non-GAAP(1)		(7,703	)		(1,012	)		(21,712	)		(21,898	)
Operating Margin
GAAP		-33.8	%		-14.7	%		-33.3	%		-21.4	%
Non-GAAP(1)		-11.1	%		-1.8	%		-8.4	%		-10.5	%
Net loss
GAAP		(23,005	)		(7,587	)		(80,819	)		(43,465	)
Non-GAAP(1)		(6,968	)		(340	)		(21,108	)		(20,712	)
EPS
GAAP	$	(0.61	)	$	(0.22	)	$	(2.19	)	$	(1.27	)
Non-GAAP(1)	$	(0.18	)	$	(0.01	)	$	(0.57	)	$	(0.60	)

Item 2.01

Completion of Acquisition or Disposition of Assets.

~~(1)~~Pursuant ~~Non-GAAP~~to ~~financial~~the ~~measures~~Merger ~~exclude~~Agreement, ~~stock-based~~on ~~compensation~~February 24, ~~reversal~~2020, ofPurchaser ~~payroll~~commenced ~~tax~~a ~~expense~~tender onoffer ~~secondary~~(the ~~stock~~“Offer”) to purchase ~~transactions,~~each ~~amortization~~issued and outstanding share of ~~acquisition~~common ~~related~~stock ~~intangibles~~of Instructure, $0.0001 par value per share (collectively, the ~~change~~“Shares”), inat ~~fair~~an ~~value~~offer price of ~~mark-~~$49.00 per Share net to~~-mark~~ ~~liabilities~~the seller thereof in cash, without interest and subject to any withholding taxes (the ~~change~~“Offer Price”) upon the terms and subject to the conditions set forth in ~~fair~~the ~~value~~Offer to Purchase, dated as of February 24, 2020 (together with any amendments and supplements thereto, the ~~contingent~~“Offer ~~liability~~to Purchase”), and in the ~~deferred~~related ~~income~~Letter ~~tax~~of ~~benefit~~Transmittal, as amended and supplemented.

~~Total~~The ~~revenue~~Offer ~~for~~and ~~the~~any ~~three~~withdrawal ~~months~~rights ~~ended~~thereunder ~~December 31,~~expired ~~2019~~one ~~was~~minute ~~$69~~following 11:59 p.2m., Eastern Time, on March ~~million~~20, ~~compared~~2020 ~~with~~(the ~~$56~~“Expiration Date”) and was not extended.3 Computershare ~~million~~Trust Company, N.A., ~~reported~~the depositary for the ~~three~~Offer ~~months~~(the ~~ended December 31~~“Depositary”), ~~2018.~~has Onadvised aParent ~~GAAP~~and ~~basis~~Purchaser that, as of the ~~Company~~Expiration ~~recorded~~Date, ~~net~~an ~~loss~~aggregate of $24,828,913 Shares (~~23.0)~~not ~~million~~including ~~for~~7,802,215 ~~the~~Shares ~~three~~tendered ~~months~~pursuant ~~ended~~to ~~December 31,~~guaranteed ~~2019,~~delivery orprocedures $that have not yet been “received” (~~0.61)~~as ~~per~~defined ~~basic~~by ~~and~~Section 251(h)(6) ~~diluted~~of ~~share,~~the ~~compared~~General ~~with~~Corporation ~~net~~Law ~~loss~~of the State of $Delaware (~~7.6~~the “DGCL”)) ~~million,~~by orthe ~~$(0.22~~Depositary in the Offer) ~~per~~had ~~basic~~been validly tendered and ~~diluted~~not ~~share,~~validly ~~for~~withdrawn pursuant to the ~~three~~Offer, ~~months~~which ~~ended~~tendered onShares ~~December 31,~~represent ~~2018~~approximately 64.4% ~~Non-GAAP~~of ~~net~~the ~~loss~~aggregate ~~for~~voting power of the ~~three~~Shares ~~months~~then ~~ended~~outstanding. ~~December 31,~~All ~~2019~~Offer ~~was~~conditions ~~$(7.0)~~having ~~million,~~been satisfied or ~~$(0.18)~~waived ~~per~~as ~~basic~~of ~~and~~the ~~diluted~~Expiration ~~share~~Date, ~~compared~~Purchaser ~~with~~accepted ~~non-GAAP~~for ~~net~~payment ~~loss~~all ofShares ~~$(0.3)~~validly ~~million,~~tendered orand ~~$(0.01)~~not ~~per~~validly ~~basic~~withdrawn ~~and~~pursuant ~~diluted~~to ~~share~~the Offer, and payment for such Shares will be promptly made to the ~~three~~Depositary, ~~months~~which ~~ended~~will ~~December 31~~transmit such payments to tendering Instructure stockholders whose Shares have been accepted for payment, ~~2018~~in accordance with the terms of the Offer.

~~Total~~Following ~~revenue~~consummation ~~for~~of the ~~full~~Offer, ~~year~~the ~~ended~~remaining ~~December 31,~~conditions ~~2019~~to ~~was~~the ~~$258.5~~Merger were satisfied and, on March ~~million~~24, ~~compared~~2020, ~~with~~pursuant ~~$209.5 million~~to ~~reported~~the ~~for~~terms of the ~~full~~Merger ~~year~~Agreement ~~ended~~and ~~December~~in accordance with Section 31251(h) of the DGCL, ~~2018.~~Purchaser ~~The~~merged ~~Company~~with ~~recorded~~and ~~GAAP~~into ~~net~~Instructure ~~loss~~(the ~~for~~“Merger”) with Instructure continuing as the ~~full~~surviving ~~year~~corporation ~~ended~~and ~~December 31,~~an ~~2019~~indirect wholly owned subsidiary of $Parent (~~80.8~~the “Surviving Corporation”). ~~million~~In the Merger, oreach ~~$(2.19)~~Share ~~per~~that ~~basic~~was issued and ~~diluted~~outstanding ~~share,~~immediately ~~compared~~prior ~~with~~to ~~GAAP~~the ~~net~~effective ~~loss~~time of $the Merger (~~43.5)~~the ~~million,~~“Effective orTime”) $(~~1.27)~~other ~~per~~than ~~basic~~Shares ~~and~~owned ~~diluted~~by ~~share~~Parent, ~~for~~Purchaser, ~~the~~Instructure ~~full~~as ~~year~~treasury ~~ended~~stock ~~December 31,~~or ~~2018.~~any ~~The~~direct ~~Company~~or ~~recorded~~indirect ~~non-GAAP~~wholly ~~net~~owned ~~loss~~subsidiary ~~for~~of ~~the~~Parent ~~full~~or ~~year~~Instructure, ~~ended~~or ~~December 31,~~Shares ~~2019~~as ofto ~~$(21.1)~~which ~~million,~~the orholder ~~$(0.57)~~thereof ~~per~~has ~~basic~~properly and ~~diluted~~validly ~~share,~~exercised ~~compared~~their ~~with~~statutory ~~$(20.7)~~rights ~~million,~~of orappraisal ~~$(0.60)~~in ~~per~~respect ~~basic~~of ~~and~~such ~~diluted~~Shares ~~share,~~in ~~for~~accordance ~~the~~with ~~full~~Section 262 ~~year~~of ~~ended~~the ~~December 31,~~DGCL) ~~2018.~~and ~~During~~not ~~the~~validly ~~three-months~~tendered ~~ended~~and ~~December 31,~~accepted ~~2019,~~pursuant to the ~~Company~~Offer ~~incurred~~was ~~approximately~~automatically ~~$4.3 million~~converted ofinto ~~expenses~~the ~~related~~right to receive the ~~proposed~~Offer ~~acquisition~~Price, bywithout ~~Thoma~~interest ~~Bravo~~thereon.

AsIn ofaddition, ~~December 31~~pursuant to the Merger Agreement, ~~2019~~at the Effective Time, the ~~Company~~equity ~~had~~awards ~~$116.8 million~~granted inunder ~~cash,~~Instructure’s ~~cash~~equity ~~equivalents~~incentive plans, including options to purchase Shares and ~~marketable~~restricted ~~securities,~~stock ~~compared~~unit ~~with~~awards covering Shares were cancelled and converted into cash consideration equal to $~~153~~49.~~0 million~~00 atmultiplied ~~December 31,~~by ~~2018.~~the ~~Free~~number ~~cash~~of ~~flow~~vested ~~for~~shares subject to the ~~three~~equity ~~months~~award ~~ended~~(less onthe ~~December 31~~applicable per share exercise price of those vested shares, ~~2019~~with ~~was~~respect ~~$(15.4~~to any options), ~~million~~subject to any required tax withholdings, ~~compared~~payable ~~with~~shortly ~~$(22~~after the closing of the Merger.4 Equity awards that were outstanding and unvested as of immediately before the Effective Time were cancelled and converted into cash consideration (the “Cash Replacement Amount”) ~~million~~equal ~~reported~~to ~~for~~$49.00 multiplied by the ~~three~~number ~~months~~of ~~ended~~unvested onshares ~~December 31~~subject to the equity award (less the applicable per share exercise price of those unvested shares, ~~2018.~~with ~~Total~~respect ~~free~~to ~~cash~~any ~~flow~~options), ~~for~~subject to any required tax withholdings, which consideration will be subject to generally the ~~full~~same ~~year~~terms ~~ended~~as ~~December 31~~the corresponding, ~~2019~~cancelled ~~was~~equity ~~$8.7 million~~award, ~~compared~~including vesting conditions. Any options with a per share exercise price equal to or greater than $~~(10~~49.9)00 ~~million~~were ~~reported~~cancelled ~~for~~at the ~~full~~Effective ~~year~~Time ~~ended~~for ~~December 31,~~no ~~2018~~payment or consideration. Instructure’s equity incentive plans terminated as of the Effective Time.

Purchaser ~~Non-GAAP~~paid ~~Financial~~a ~~Measures~~total of approximately $2 billion in cash in the Offer and Merger, without giving effect to related transaction fees and expenses, and funded the payments required to the complete the Offer and Merger with a combination of the proceeds of equity financing provided by the Thoma Bravo Fund XIII, L.P., debt financing sources and a portion of the Company’s cash on hand.

The ~~Company’s~~foregoing ~~non-GAAP~~descriptions ~~gross~~of ~~margin~~the Offer, ~~non-GAAP~~the ~~operating~~Merger ~~expenses,~~and ~~non-GAAP~~the ~~operating~~Merger ~~loss,~~Agreement ~~non-GAAP~~do ~~operating~~not ~~margin,~~purport ~~non-GAAP~~to ~~net~~be ~~loss,~~complete ~~non-GAAP~~and ~~net~~are ~~loss~~qualified ~~per~~in ~~share,~~their ~~non-GAAP~~entirety ~~free~~by ~~cash~~reference ~~flow~~to ~~and~~the ~~12-month~~full ~~billings~~text ~~are~~of ~~not~~the ~~presented~~Merger inAgreement, ~~accordance~~a ~~with~~copy ~~GAAP~~of ~~and~~which ~~are~~was ~~not~~filed ~~intended~~as Exhibit 2.1 to beInstructure’s ~~used~~Current inReport ~~lieu~~on ofForm ~~GAAP~~8-K, ~~presentations~~filed ofwith ~~results~~the ofSecurities ~~operations~~and Exchange Commission (the “SEC”) on February 18, 2020, and is incorporated herein by reference.

~~Management~~The ~~presents~~information ~~these~~set ~~non-GAAP~~forth financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company’s performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in ~~evaluating~~ the ~~company’s~~Introductory ~~financial~~Note and ~~operational~~Items ~~performance~~5.01 ~~However, these non-GAAP financial measures have limitations as an analytical tool~~ and ~~are not intended to be an alternative to financial measures prepared in accordance with GAAP~~5.03 Weis ~~intend~~incorporated toherein provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial tables included below. Our definitions may differ from the definitions used by ~~other companies and therefore comparability may be limited~~reference. ~~In addition, other companies may not publish these or similar metrics.~~

Item ~~Non-GAAP~~3.01 ~~measures~~Notice ~~exclude stock-based compensation, reversal~~ of ~~payroll~~Delisting ~~tax~~or ~~expense~~Failure ~~on secondary stock purchase transactions, amortization of acquisition related intangibles, the change in fair value of mark-~~to~~-market~~ ~~liabilities,~~Satisfy ~~the~~a ~~change~~Continuing inListing ~~fair~~Rule ~~value~~or ofStandard; ~~the~~Transfer ~~contingent liability and the deferred income tax benefit. We believe investors may want to exclude the effects~~ of ~~these items in order to compare our financial performance between time periods:~~ Listing.

•On March 24, 2020 in contemplation of the consummation of the Merger, Instructure requested the New York Stock~~-based~~ ~~compensation~~Exchange -(“NYSE”) suspend ~~Although~~trading ~~stock-based~~of ~~compensation~~the isShares aneffective ~~important~~at ~~aspect~~9:00 a.m., Eastern Time. Prior to market open on March 24, 2020, Instructure notified NYSE of the ~~compensation~~consummation of ~~our~~the ~~employees~~Merger and ~~executives,~~requested ~~management~~that ~~believes~~NYSE file itwith isthe ~~useful~~SEC toa ~~exclude~~Form ~~stock-based~~25 ~~compensation~~Notification inof ~~order~~Removal from Listing and/or Registration to ~~better~~delist ~~understand~~and deregister the ~~long-term~~Shares ~~performance~~under Section 12(b) of ~~our~~the ~~core~~Securities ~~business.~~Exchange ~~Unlike~~Act ~~cash~~of ~~compensation~~1934, as amended (the ~~value~~“Exchange ofAct”). ~~equity~~Instructure ~~awards~~intends isto ~~determined~~file ~~using~~with the SEC a ~~complex~~certification ~~formula~~on ~~that~~Form ~~incorporates~~15 ~~factors~~under the Exchange Act, ~~such~~requesting the termination or suspension, as ~~market~~the ~~volatility~~case may be, of Instructure’s reporting obligations under Sections 13 and ~~forfeiture~~15(d) ~~rates~~of ~~that~~the ~~are~~Exchange ~~beyond~~Act ~~our~~with ~~control~~respect to the Shares. The information set forth in Item 2.01 is incorporated herein by reference.

•Item ~~Reversal of payroll tax expense on secondary stock purchase transactions - Prior to our IPO, operating expenses included employer payroll tax-related items on employee sales of securities to investors~~3.03 ~~The~~Material ~~amount~~Modification of employer payroll tax-related items on these transactions was dependent on the fair market value of our stock. Beginning in the second quarter of 2016, operating expenses included the reversal of such payroll tax expense due to ~~the~~Rights ~~reduction~~ of ~~the~~Security ~~estimated liability, which will continue to occur in the second quarter of each year~~Holders.

•The ~~Amortization~~information ofset ~~acquisition~~forth ~~related~~in ~~intangibles - Expense for~~ the ~~amortization~~Introductory ofNote ~~acquisition~~and ~~related~~Items 2.01, ~~intangibles is a non-cash item~~3.01, 5.01 and we5.03 ~~believe~~is ~~that~~incorporated ~~the~~herein ~~exclusion~~by ~~of this expense provides for a useful comparison of our operating results to prior periods~~reference.

•Item 5.01. Change in ~~fair~~Control ~~value~~ of mark-to-market liabilities - Under GAAP, we are required to record mark-to-market adjustments for the change in fair value of the liability for warrants issued in connection with term debt and our credit facilityRegistrant. ~~This expense or gain is excluded from management’s assessment of our operating performance because management believes that these non-cash items are not indicative of ongoing operating performance.~~

•The ~~Change~~information inset ~~fair~~forth ~~value of the contingent liability - Under GAAP, we are required to record mark-to-market adjustments for the change~~ in the ~~fair~~Introductory ~~value~~Note ofand ~~the~~Item ~~liability for contingent consideration related to an acquisition~~2.01 ~~The expense or gain recognized~~ is ~~excluded~~incorporated ~~from~~herein ~~management’s~~by ~~assessment of our operating performance because management believes that these non-cash items are not indicative of ongoing operating performance~~reference.

•As ~~Deferred income tax benefit - Deferred income tax benefit is~~ a ~~non-cash~~result ~~item~~of ~~created by~~ the ~~difference~~consummation ~~in the carrying amount and the tax basis~~ of the ~~assets~~Offer and ~~liabilities acquired. The creation of~~ the ~~deferred~~Merger, ~~tax~~there ~~liability~~was ~~represents~~ a ~~source~~change ofin ~~future~~control ~~taxable income which supports the realization~~ of ~~a portion of the income tax benefit associated with historical net operating losses. The deferred income tax benefit is a non-cash item that is unique to the business combination~~Instructure, and weThoma ~~believe~~Bravo, as the ~~exclusion~~ultimate parent of ~~this~~Parent, ~~deferred~~acquired ~~tax~~control ~~benefit provides for a useful comparison~~ of ~~our operating results to prior periods and our peer companies~~Instructure.

~~INSTRUCTURE,~~Item ~~INC~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~CONSOLIDATED~~In ~~BALANCE~~connection ~~SHEETS~~with the Merger, each of the directors of Instructure, Joshua Coates, Steven A. Collins, William M. Conroy, Ellen Levy, Kevin Thompson and Lloyd G. Waterhouse, resigned as directors of the board of directors of Instructure (the “Board”) and from all committees of the Board on which such directors served, effective as of the Effective Time. In addition, Joshua Coates (effective March 24, 2020) and Steven Kaminsky (effective March 25, 2020) separated from Instructure. Each of Messrs. Coates and Kaminsky are entitled to receive payments in accordance with the terms of the previously disclosed Company Officer Change in Control Severance Benefit Plan.

(In accordance with the terms of the Merger Agreement, the directors and executive officers of Purchaser immediately prior to the Effective Time, which consisted of Holden Spaht and Brian Jaffee, became the directors and executive officers of Instructure immediately after the Effective Time. Biographical and other information with respect to the new directors and executive officers of Instructure is set forth in ~~thousands~~Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Thoma Bravo, Parent and Purchaser on February 24, 2020 (together with any amendments and supplements thereto), which is incorporated herein by reference.

~~(unaudited)~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

	December 31, 2019			December 31, 2018
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	101,236		$	94,320
Short-term marketable securities		15,584			58,630
Accounts receivable—net of allowances of $871 and $1,092 at December 31, 2019 and December 31, 2018, respectively		38,029			35,514
Prepaid expenses		9,809			13,918
Deferred commissions		10,256			8,226
Other current assets		8,211			2,019
Total current assets		183,125			212,627
Property and equipment, net		28,076			27,388
Right-of-use assets		36,514			—
Goodwill		69,614			12,354
Intangible assets, net		32,513			6,262
Noncurrent prepaid expenses		4,558			3,516
Deferred commissions, net of current portion		12,303			11,404
Other assets		797			446
Total assets	$	367,500		$	273,997
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	14,619		$	3,581
Accrued liabilities		11,142			9,809
Deferred rent		—			1,329
Lease liabilities		6,554			—
Deferred revenue		145,045			117,298
Total current liabilities		177,360			132,017
Deferred revenue, net of current portion		2,710			3,372
Lease liabilities, net of current portion		41,793			—
Deferred rent, net of current portion		—			10,150
Other long-term liabilities		80			20
Total liabilities		221,943			145,559
Stockholders’ equity:
Common stock		3			3
Additional paid-in capital		493,795			395,865
Accumulated other comprehensive income (loss)		—			(8	)
Accumulated deficit		(348,241	)		(267,422	)
Total stockholders’ equity		145,557			128,438
Total liabilities and stockholders’ equity	$	367,500		$	273,997

At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation and bylaws attached hereto as Exhibits 3.1 and 3.2, respectively, became the certificate of incorporation and bylaws of Instructure. The information set forth in Item 2.01 is incorporated herein by reference.

~~INSTRUCTURE,~~Item ~~INC~~7.01 Regulation FD Disclosure.

~~CONSOLIDATED~~On ~~STATEMENTS~~March 24, OF2020, ~~OPERATIONS~~Thoma Bravo and Instructure issued a joint press release announcing the completion of the Offer and the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~(in~~Item ~~thousands,~~9.01 ~~except~~Financial ~~per~~Statements ~~share~~and ~~data)~~ Exhibits.

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Subscription and support	$	63,890		$	50,962		$	236,241		$	188,501
Professional services and other		5,305			5,289			22,232			21,043
Total net revenue		69,195			56,251			258,473			209,544
Cost of Revenue:
Subscription and support		17,900			13,382			64,170			46,706
Professional services and other		5,032			3,740			18,656			15,137
Total cost of revenue		22,932			17,122			82,826			61,843
Gross profit		46,263			39,129			175,647			147,701
Operating expenses:
Sales and marketing		29,524			23,811			121,643			97,481
Research and development		21,838			14,281			83,526			59,391
General and administrative		18,304			9,296			56,471			35,602
Total operating expenses		69,666			47,388			261,640			192,474
Loss from operations		(23,403	)		(8,259	)		(85,993	)		(44,773	)
Other income (expense):
Interest income		563			885			1,795			2,413
Interest expense		(5	)		(14	)		(16	)		(68	)
Other expense		523			(167	)		(225	)		(698	)
Total other income, net		1,081			704			1,554			1,647
Loss before income taxes		(22,322	)		(7,555	)		(84,439	)		(43,126	)
Income tax benefit (expense)		(683	)		(32	)		3,620			(339	)
Net loss	$	(23,005	)	$	(7,587	)	$	(80,819	)	$	(43,465	)
Net loss attributable to common stockholders	$	(23,005	)	$	(7,587	)	$	(80,819	)	$	(43,465	)
Net loss per common share, basic and diluted	$	(0.61	)	$	(0.22	)	$	(2.19	)	$	(1.27	)
Weighted average shares used to compute net loss per share, basic and diluted		37,815			35,175			36,892			34,248

(d) Exhibits

INSTRUCTURE, INC.


Exhibit Number		Exhibit Description

	2.1*	Amended and Resated Agreement and Plan of Merger, dated as of February 17, 2020, by and among Instructure, Inc., Instructure Holdings, LLC (formerly known as PIV Purchaser, LLC) and PIV Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on February 18, 2020).

	3.1	Amended and Restated Certificate of Incorporation of Instructure, Inc., dated as of March 24, 2020.

	3.2	Amended and Restated Bylaws of Instructure, Inc.

	99.1	Joint Press Release, dated March 24, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~CONSOLIDATED~~* ~~STATEMENTS~~Schedules OFomitted ~~CASH~~pursuant ~~FLOWS~~to Item 601 of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

~~(in~~SIGNATURES ~~thousands)~~

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
	(unaudited)			(unaudited)			(unaudited)
Operating Activities:
Net loss	$	(23,005	)	$	(7,587	)	$	(80,819	)	$	(43,465	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment		2,867			2,311			10,642			8,749
Amortization of intangible assets		2,632			674			9,335			2,786
Amortization of deferred financing costs		—			4			9			19
Change in fair value of mark-to-market liabilities		—			—			—			(1,266	)
Stock-based compensation		13,114			6,645			56,512			22,747
Other		332			320			(656	)		(437	)
Changes in assets and liabilities:
Accounts receivable, net		3,494			11,368			(2,217	)		(2,643	)
Prepaid expenses and other assets		169			(2,385	)		(6,836	)		(2,553	)
Deferred commissions		4,892			(212	)		(2,679	)		(1,384	)
Right-of-use assets		606			—			2,716			—
Accounts payable and accrued liabilities		4,184			(13,046	)		13,039			(2,805	)
Deferred revenue		(17,803	)		(18,003	)		22,166			19,008
Lease liabilities		(662	)		—			(2,362	)		—
Deferred rent		—			(261	)		—			1,342
Other liabilities		(3,539	)		—			11			—
Net cash provided by (used in) operating activities		(12,719	)		(20,172	)		18,861			98
Investing Activities:
Purchases of property and equipment		(2,758	)		(2,244	)		(10,243	)		(11,132	)
Proceeds from sale of property and equipment		32			10			103			88
Purchases of marketable securities		(12,865	)		(21,690	)		(28,259	)		(113,860	)
Maturities of marketable securities		2,300			23,750			63,000			61,600
Sale of marketable securities		—			—			8,786			—
Business acquisitions, net of cash received		330			—			(54,963	)		—
Net cash used in investing activities		(12,961	)		(174	)		(21,576	)		(63,304	)
Financing Activities:
Proceeds from common stock offerings, net of offering costs		—			—			—			109,789
Proceeds from issuance of common stock from employee equity plans		5,860			3,707			12,868			12,467
Shares repurchased for tax withholdings on vesting of restricted stock		(1,143	)		(72	)		(3,237	)		(405	)
Payments for financing costs		—			—			—			(18	)
Net cash provided by financing activities		4,717			3,635			9,631			121,833
Net increase (decrease) in cash and cash equivalents		(20,963	)		(16,711	)		6,916			58,627
Cash and cash equivalents, beginning of period		122,199			111,031			94,320			35,693
Cash and cash equivalents, end of period	$	101,236		$	94,320		$	101,236		$	94,320

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP GROSS MARGIN

(in thousands, except percentages)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
GAAP gross profit	$	46,263		$	39,129		$	175,647		$	147,701
Stock-based compensation		870			632			3,880			2,210
Amortization of acquisition related intangibles		1,293			332			4,549			1,339
Reversal of payroll tax expense on secondary stock purchase transactions		—			—			—			(49	)
Non-GAAP gross margin	$	48,426		$	40,093		$	184,076		$	151,201
GAAP gross margin %		66.9	%		69.6	%		68.0	%		70.5	%
Non-GAAP gross margin %		70.0	%		71.3	%		71.2	%		72.2	%

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP OPERATING LOSS

(in thousands, except percentages)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Loss from operations	$	(23,403	)	$	(8,259	)	$	(85,993	)	$	(44,773	)
Stock-based compensation		13,114			6,645			56,512			22,747
Reversal of payroll tax expense on secondary stock purchase transactions		—			—			(1,327	)		(1,225	)
Amortization of acquisition related intangibles		2,586			602			9,116			2,497
Change in fair value of contingent liability		—			—			(20	)		(1,144	)
Non-GAAP operating loss	$	(7,703	)	$	(1,012	)	$	(21,712	)	$	(21,898	)
GAAP operating margin		-33.8	%		-14.7	%		-33.3	%		-21.4	%
Non-GAAP operating margin		-11.1	%		-1.8	%		-8.4	%		-10.5	%

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP NET LOSS

(in thousands, except per share data)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Net loss	$	(23,005	)	$	(7,587	)	$	(80,819	)	$	(43,465	)
Stock-based compensation		13,114			6,645			56,512			22,747
Reversal of payroll tax expense on secondary stock purchase transactions		—			—			(1,327	)		(1,225	)
Amortization of acquisition related intangibles		2,586			602			9,116			2,497
Change in fair value of mark-to-market liabilities		—			—			—			(122	)
Change in fair value of contingent liability		—			—			(20	)		(1,144	)
Deferred income tax benefit from business combination		337			—			(4,570	)		—
Non-GAAP net loss	$	(6,968	)	$	(340	)	$	(21,108	)	$	(20,712	)
Non-GAAP net loss per common share, basic and diluted	$	(0.18	)	$	(0.01	)	$	(0.57	)	$	(0.60	)
Weighted average common shares used in computing basic and diluted net loss per common share		37,815			35,175			36,892			34,248

INSTRUCTURE, INC.

RECONCILIATION OF FREE CASH FLOW

(in thousands)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Net cash provided by (used in) operating activities	$	(12,719	)	$	(20,172	)	$	18,861		$	98
Purchases of property and equipment and intangible assets		(2,758	)		(2,244	)		(10,243	)		(11,132	)
Proceeds from sale of property and equipment		32			10			103			88
Free cash flow	$	(15,445	)	$	(22,406	)	$	8,721		$	(10,946	)

INSTRUCTURE, INC.

RECONCILIATION OF 12-MONTH BILLINGS

(in thousands)

(unaudited)

	Trailing Twelve Months Ended December 31
	2019		2018
Total net revenue	$	258,473	$	209,544
Total deferred revenue
Beginning balance		120,669		101,662
Ending balance		147,755		120,669
Net change in current deferred revenue		27,086		19,007
Total 12-month billings	$	285,559	$	228,551

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

Three Months Ended December 31, 2019

(in thousands)

(unaudited)

	GAAP		Stock-based Compensation Expense			Reversal of Payroll Tax Associated with Equity Transactions		Amortization of acquired intangibles			Change in fair value of contingent earn-out liability		NON-GAAP
Operating expenses:
Sales and marketing	$	29,524		(3,326	)		—		(1,292	)		—	$	24,906
Research and development		21,838		(4,633	)		—		—			—		17,205
General and administrative		18,304		(4,285	)		—		—			—		14,019
Total operating expenses	$	69,666		(12,244	)		—		(1,292	)		—	$	56,130

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

Three Months Ended December 31, 2018

(in thousands)

(unaudited)

	GAAP		Stock-based Compensation Expense			Reversal of Payroll Tax Associated with Equity Transactions		Amortization of acquired intangibles			Change in fair value of contingent earn-out liability		NON-GAAP
Operating expenses:
Sales and marketing	$	23,811		(1,618	)		—		(270	)		—	$	21,923
Research and development		14,281		(2,385	)		—		—			—		11,896
General and administrative		9,296		(2,010	)		—		—			—		7,286
Total operating expenses	$	47,388		(6,013	)		—		(270	)		—	$	41,105

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

Year Ended December 31, 2019

(in thousands)

(unaudited)

	GAAP		Stock-based Compensation Expense			Reversal of Payroll Tax Associated with Equity Transactions		Amortization of acquired intangibles			Change in fair value of contingent earn-out liability		NON-GAAP
Operating expenses:
Sales and marketing	$	121,643		(15,098	)		—		(4,567	)		—	$	101,978
Research and development		83,526		(19,550	)		—		—			—		63,976
General and administrative		56,471		(17,984	)		1,327		—			20		39,834
Total operating expenses	$	261,640		(52,632	)		1,327		(4,567	)		20	$	205,788

INSTRUCTURE, INC.

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

Year Ended December 31, 2018

(in thousands)

(unaudited)

	GAAP		Stock-based Compensation Expense			Reversal of Payroll Tax Associated with Equity Transactions		Amortization of acquired intangibles			Change in fair value of contingent earn-out liability		NON-GAAP
Operating expenses:
Sales and marketing	$	97,481		(6,022	)		430		(1,158	)		—	$	90,731
Research and development		59,391		(8,338	)		616		—			—		51,669
General and administrative		35,602		(6,177	)		130		—			1,144		30,699
Total operating expenses	$	192,474		(20,537	)		1,176		(1,158	)		1,144	$	173,099

Additional Disclosures Regarding the Information Contained in this Form 8-K

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2020	Instructure, Inc.
		Instructure, Inc.
	By:	/s/ Matthew A. Kaminer
Date: March 24, 2020		/s/ Matthew Kaminer
		Matthew A. Kaminer
		Matthew Kaminer
		Chief Legal Officer

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