Joshua L. Coates

Filed: 26 Mar 20, 5:44pm
SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Coates Joshua L.

6330 SOUTH 3000 EAST, SUITE 700


2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/24/2020U(1)5,500D$49(1)0D
Common Stock03/24/2020U(1)43,750D$49(1)0IBy The Coates Equity Trust
Common Stock03/24/2020U(1)55,250D$49(1)0IBy The Joshua L. and CeliAnne C. Coates Trust
Common Stock03/24/2020U(1)2,391,187D$49(1)0IBy Grizzly Peak LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)03/24/2020D(3)8,115(3)(3)Common Stock8,115$49(3)0D
Explanation of Responses:
1. On February 17, 2020, the Issuer entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 17, 2020, by and among the Issuer, Instructure Holdings, LLC (f/k/a PIV Purchaser, LLC), a Delaware limited liability company ("Parent") and PIV Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), Shares accepted for payment in the tender offer commenced by Merger Sub in exchange for the right to receive $49.00 in cash per share.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
3. Disposed of pursuant to the Merger Agreement, whereby each Issuer RSU that was unexpired, unsettled, outstanding, and unvested as of immediately prior to the effective time of the merger (other than certain forfeited RSUs) was cancelled and replaced with the right to receive to receive $49.00 in cash per share underlying the RSU, subject to any required tax withholdings, which consideration will be subject to generally the same terms as the corresponding cancelled RSU, including vesting conditions.
/s/ Matthew A. Kaminer, Attorney-in-Fact03/26/2020
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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