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Filing Details

Accession Number:: 0000950170-25-015856
Form Type:: 13G Filing
Publication Date:: 2025-02-06 19:00:00

Filed By:: Thoma Bravo UGP, LLC
Company:: Instructure Holdings Inc.
Filing Date:: 2025-02-07
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
Thoma Bravo UGP, LLC	0	0	0%
Thoma Bravo Partners XIII, L.P.	0	0	0%
Thoma Bravo Fund XIII, L.P.	0	0	0%
Thoma Bravo Fund XIII-A, L.P.	0	0	0%
Thoma Bravo Executive Fund XIII, L.P.	0	0	0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Instructure Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

457790103

(CUSIP Number)

11/13/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

457790103

Names of Reporting Persons

Thoma Bravo UGP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

457790103

Names of Reporting Persons

Thoma Bravo Partners XIII, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

457790103

Names of Reporting Persons

Thoma Bravo Fund XIII, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

457790103

Names of Reporting Persons

Thoma Bravo Fund XIII-A, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

457790103

Names of Reporting Persons

Thoma Bravo Executive Fund XIII, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Instructure Holdings, Inc.

(b)

Address of issuer's principal executive offices:

6330 South 3000 East, Suite 700, Salt Lake City, UT 84121

Item 2.

(a)

Name of person filing:

This statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Thoma Bravo UGP, LLC (ii) Thoma Bravo Partners XIII, L.P. (iii) Thoma Bravo Fund XIII, L.P. (iv) Thoma Bravo Fund XIII-A, L.P. (v) Thoma Bravo Executive Fund XIII, L.P. The Reporting Persons have entered into a Joint Filing Agreement, dated February 4, 2022, a copy of which is incorporated by reference as Exhibit A to this statement, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address or principal business office or, if none, residence:

C/O Thoma Bravo, L.P. 110 N. Wacker Dr., 32nd Floor Chicago, IL 60606

(c)

Citizenship:

See responses to Item 4 on each cover page.

(d)

Title of class of securities:

Common Stock, par value $0.01 per share

(e)

CUSIP No.:

457790103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

See response to Item 9 on each cover page.

(b)

Percent of class:

See response to Item 11 on each cover page.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page. The reported amounts reflect the November 13, 2024 disposition of all Issuer securities in connection with the merger between the Issuer and another corporation, which resulted in the Issuer's securities being delisted from the New York Stock Exchange, as reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2024.

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Thoma Bravo UGP, LLC

Signature:	/s/ Holden Spaht
Name/Title:	Holden Spaht, Managing Partner
Date:	02/07/2025

Thoma Bravo Partners XIII, L.P.

Signature:	/s/ Holden Spaht
Name/Title:	Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC
Date:	02/07/2025

Thoma Bravo Fund XIII, L.P.

Signature:	/s/ Holden Spaht
Name/Title:	Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC
Date:	02/07/2025

Thoma Bravo Fund XIII-A, L.P.

Signature:	/s/ Holden Spaht
Name/Title:	Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC
Date:	02/07/2025

Thoma Bravo Executive Fund XIII, L.P.

Signature:	/s/ Holden Spaht
Name/Title:	Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC
Date:	02/07/2025

Comments accompanying signature: For Thoma Bravo Partners XIII, L.P.: Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP XIII, LLC, the General Partner of Thoma Bravo Partners XIII, L.P. For Thoma Bravo Fund XIII, L.P.: Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP XIII, LLC, the General Partner of Thoma Bravo Partners XIII, L.P., the General Partner of Thoma Bravo Fund XIII, L.P. For Thoma Bravo Fund XIII-A, L.P.: Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP XIII, LLC, the General Partner of Thoma Bravo Partners XIII, L.P., the General Partner of Thoma Bravo Fund XIII-A, L.P. For Thoma Bravo Executive Fund XIII, L.P.: Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP XIII, LLC, the General Partner of Thoma Bravo Partners XIII, L.P., the General Partner of Thoma Bravo Executive Fund XIII, L.P.

Exhibit Information

Exhibit A Joint Filing Agreement dated as of February 4, 2022 (incorporated by reference to Exhibit A of the Issuer's Schedule 13G, filed on February 4, 2022).