SEC Form 4
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*
Sheehan Jillian

(Last) (First) (Middle)
1405 LAKE COOK ROAD

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Textura Corp [ TXTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
Common Stock 06/10/2016 U(1) 42,356 D $26 0 D
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 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
Stock Option (right to buy) $16.26 06/10/2016 D 24,000 05/21/2009 05/21/2019 Common Stock 24,000 (2) 0 D
Stock Option (right to buy) $10.025 06/10/2016 D 8,800 09/10/2014 09/10/2020 Common Stock 8,800 (3) 0 D
Stock Option (right to buy) $10.025 06/10/2016 D 30,000 12/07/2010 12/07/2020 Common Stock 30,000 (4) 0 D
Stock Option (right to buy) $13.025 06/10/2016 D 55,910 01/18/2012 01/18/2022 Common Stock 55,910 (5) 0 D
Stock Option (right to buy) $15 06/10/2016 D 65,380 06/07/2016 06/07/2023 Common Stock 65,380 (6) 0 D
Stock Option (right to buy) $25.29 06/10/2016 D 7,460 (7) 02/09/2025 Common Stock 7,460 (8) 0 D
Explanation of Responses:
1. Disposed of pursuant to the closing on June 10, 2016 of a cash tender offer by Tulip Acquisition Corporation, a Delaware corporation ("Merger Subsidiary"), which is a subsidiary of OC Acquisition LLC, a Delaware limited liability company, which is a subsidiary of Oracle Corporation, a Delaware corporation.
2. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $233,760.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
3. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $140,580.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
4. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $479,250.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
5. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $725,432.25, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
6. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $719,180.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
7. The stock options vested ratably, in quarterly installments of 1/12 of the total beginning May 9, 2015 and in equal installments every three months thereafter.
8. The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $5,296.60, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
/s/ Ryan Lawrence as attorney-in-fact for Jillian Sheehan 06/14/2016
** 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).
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