FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Textura Corp [ TXTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/25/2013 | S | 90,000 | D | $36.29 | 157,206 | D | |||
Common Stock | 09/25/2013 | S | 25,000 | D | $36.29 | 91,000 | I | Held by the Anne Allin Trust Dated December 17, 1994 | ||
Common Stock | 09/25/2013 | S | 75,000 | D | $36.29 | 336,814 | I | Held by Windermere LLC, a family limited liability company controlled by Mr. Allin | ||
Common Stock | 102,000 | I | Held by the Patrick J. Allin Trust Dated December 17, 1994 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | (2) | (2) | Common Stock | 87,376 | 87,376 | D | ||||||||
Stock Option (right to buy) | $16.26 | 05/02/2008 | 05/02/2018 | Common Stock | 277,830 | 277,830 | D | ||||||||
Stock Option (right to buy) | $16.26 | 08/08/2008 | 08/08/2018 | Common Stock | 76,668 | 76,668 | D | ||||||||
Stock Option (right to buy) | $16.26 | 10/29/2009 | 10/29/2019 | Common Stock | 58,706 | 58,706 | D | ||||||||
Stock Option (right to buy) | $10.03 | 09/10/2010 | 09/10/2020 | Common Stock | 12,916 | 12,916 | D | ||||||||
Stock Option (right to buy) | $10.03 | 06/02/2011 | 06/02/2021 | Common Stock | 65,204 | 65,204 | D | ||||||||
Stock Option (right to buy) | $13.03 | 01/18/2012 | 01/18/2022 | Common Stock | 104,686 | 104,686 | D | ||||||||
Stock Option (right to buy) | $15 | (3) | 06/07/2023 | Common Stock | 389,148 | 389,148 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of common stock. |
2. The restricted stock units immediately vested upon the closing of the issuer's initial public offering on June 12, 2013. The restricted stock units will become payable in cash or stock, at the issuer's discretion, one year from the effective date of the initial public offering. |
3. With regards to 127,989 of the options, 50% become vested on June 7, 2015, and the remaining 50% become vested on June 7, 2016. The remaining 261,159 options vest ratably, in quarterly installments. The first 1/12 becomes vested on September 7, 2013 with the remaining vesting in equal installments every three months thereafter. |
Remarks: |
/s/ Michael P. Rouvina as attorney-in-fact for Patrick J. Allin | 09/26/2013 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |