Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * THOMA BRAVO UGP, LLC 2. Issuer Name and Ticker or Trading Symbol INSTRUCTURE HOLDINGS, INC. [INST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THOMA BRAVO, L.P., 110 N. WACKER DRIVE, 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2024 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock, $0.01 par value per share 11/13/2024 D(1) 122,065,804(2) D(1) $23.60 0 I See footnote(3)

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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 Security	3. 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
THOMA BRAVO UGP, LLC C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR CHICAGO, IL 60606		X
THOMA BRAVO PARTNERS XIII, L.P. C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR CHICAGO, IL 60606		X
THOMA BRAVO FUND XIII, L.P. C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR CHICAGO, IL 60606		X
THOMA BRAVO FUND XIII-A, L.P. C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR CHICAGO, IL 60606		X
THOMA BRAVO EXECUTIVE FUND XIII, L.P. C/O THOMA BRAVO, L.P. 110 N. WACKER DRIVE, 32ND FLOOR CHICAGO, IL 60606		X

Signatures

/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC	11/14/2024
**Signature of Reporting Person	Date
/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XIII, L.P.	11/14/2024
**Signature of Reporting Person	Date
/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII, L.P.	11/14/2024
**Signature of Reporting Person	Date
/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the ultimate GP of Thoma Bravo Fund XIII-A, L.P.	11/14/2024
**Signature of Reporting Person	Date
/s/ Holden Spaht, Managing Partner of Thoma Bravo UGP, LLC, the ultimate GP of Thoma Bravo Executive Fund XIII, L.P.	11/14/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Agreement and Plan of Merger, dated July 25, 2024, by and among the Issuer, Icon Acquisition Sub Inc. ("Merger Sub") and Icon Parent Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), owned by the Reporting Persons was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon.
(2)	Includes 1,073,324 shares held directly by Thoma Bravo Executive Fund XIII, L.P. ("TB Exec Fund"), 56,619,128 shares held directly by Thoma Bravo Fund XIII, L.P. ("TB Fund XIII") and 64,373,352 shares held directly by Thoma Bravo Fund XIII-A, L.P. ("TB Fund XIII-A") disposed of in connection with the Merger.
(3)	Thoma Bravo Partners XIII, L.P. ("TB Partners XIII") is the general partner of each of TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate general partner of TB Partners XIII. By virtue of the relationships described in this footnote, TB UGP and TB Partners XIII may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Exec Fund, TB Fund XIII and TB Fund XIII-A. Each of TB UGP and TB Partners XIII disclaims beneficial ownership of the shares owned by TB Exec Fund, TB Fund XIII, and TB Fund XIII-A except to the extent of its pecuniary interest therein.

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