Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
November 9, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara C. Jacobs
Re: | Instructure, Inc. |
Registration Statement on Form S-1 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters (the “Representatives”), hereby join in the request of Instructure, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-207349) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on November 12, 2015, or as soon thereafter as is practicable. The undersigned, as Representatives of the underwriters, confirms that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated November 2, 2015, was distributed by us, as representatives of the several underwriters, approximately as follows from November 2, 2015 through the date hereof:
Copies to underwriters | 354 | |||
Copies to dealers | 15 | |||
Copies to institutional investors | 3,700 | |||
Copies to others/retail | 358 | |||
Total | 4,427 |
The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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Very truly yours,
Morgan Stanley & Co. LLC Goldman, Sachs & Co. |
By: Morgan Stanley & Co. LLC As representative of the several underwriters | ||
By: | /s/ Kanishka Roy | |
Name: | Kanishka Roy | |
Title: | Vice President |
By: Goldman, Sachs & Co. As representative of the several underwriters | ||
By: | /s/ Jung Min | |
Name: | Jung Min | |
Title: | Managing Director |
Underwriters’ Acceleration Request Signature Page