SecProbe.io

January 3, 2020
Daniel Goldsmith
Chief Executive Officer
Instructure, Inc.
6330 South 3000 East, Suite 700
Salt Lake City, UT 84121
Re:Instructure, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed December 23, 2019
File No. 001-37629
Dear Mr. Goldsmith:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
The Merger
Background of the Merger, page 26
1.You disclose that, when designating Kevin Thompson as a member of the Strategic
Action Committee on July 17, 2019, the board considered “his role as the Chief Executive
Officer of SolarWinds Inc., a public company that had been taken private by Silver Lake
Partners and Thoma Bravo in 2016.”  Disclose the board’s consideration that Mr.
Thompson is currently the Chief Executive Officer and a director of SolarWinds
Corporation, a public company that is controlled by Thoma Bravo, LLC and Silver Lake
Group, L.L.C.  Also disclose the board’s consideration of this fact when designating Mr.
Thompson as a member of the Transaction Committee on October 22, 2019.

 FirstName LastNameDaniel Goldsmith
 Comapany NameInstructure, Inc.
 January 3, 2020 Page 2
 FirstName LastName
Daniel Goldsmith
Instructure, Inc.
January 3, 2020
Page 2
2.We note your disclosure on page 54 that the management projections were revised on
multiple occasions, including November 1, November 26 and December 2 to 3, 2019.
Please clarify the reasons for each revision, whether each revision increased or decreased
the company's valuation and disclose the extent to which parties who expressed interest
throughout the process received the updated management projections.
Management Projections, page 54
3.In your earnings release furnished on a Form 8-K on October 28, 2019, you disclosed
revenue expectations of $67.8 million to $68.8 million for the fourth quarter of 2019 and
$257.1 million to $258.1 million for the year ending December 31, 2019.  Please disclose
the reasons why, by November 1, 2019, your management projections used in connection
with the strategic process and financial analysis of the company estimated revenue of
$238 million for the year ending December 31, 2019. Also revise the Background of the
Merger to discuss the changes in revenue projections from those disclosed on October 28,
2019.
Interests of Instructure’s Directors and Executive Officers in the Merger, page 56
4.Please disclose that Mr. Thompson is currently the Chief Executive Officer and a director
of SolarWinds Corporation, a public company that is controlled by Thoma Brava, LLC
and Silver Lake Group, L.L.C.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Silverman