CUSIP No. 883211104
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Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
David Patterson
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,876,008*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,876,008*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,876,008*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 883211104
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Capital Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,876,008*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,876,008*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,876,008*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 883211104
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Capital Management Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,715,788*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,715,788*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,715,788*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 883211104
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Intellectual Property Fund L.P. 1
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,711,413*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,711,413*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,711,413*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 883211104
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Intellectual Property Fund L.P. 3A
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,156,508*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,156,508*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,156,508*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
(i)
|
David Patterson ( “Mr. Patterson”), an individual;
|
(ii)
|
Northwater Capital Inc. (“NW Capital”), a corporation established under the laws of Ontario;
|
(iii)
|
Northwater Capital Management Inc. (“NW Capital Management”), a corporation established under the laws of Ontario;
|
(iv)
|
Northwater Intellectual Property Fund L.P. 1 (“NWIP Fund 1”), a limited partnership established under the laws of Delaware; and
|
(v)
|
Northwater Intellectual Property Fund L.P. 3A (“NWIP Fund 3A”), a limited partnership established under the laws of Delaware.
|
Exhibit 1
|
Joint Filing Agreement, dated as of June 17, 2013, by and among David Patterson, Northwater Capital Inc., Northwater Capital Management Inc., Northwater Intellectual Property Fund L.P. 1, and Northwater Intellectual Property Fund L.P. 3A.
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Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
|
DAVID PATTERSON
/s/ David Patterson
NORTHWATER CAPITAL INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER CAPITAL MANAGEMENT INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 1
BY: NORTHWATER IP 1 GP INC., ITS GENERAL PARTNER
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 3A
BY: NORTHWATER IP 3 GP INC., ITS GENERAL PARTNER
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
David Patterson
Chairman and Chief
Executive Officer
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Chairman and Chief
Executive Officer of NW
Capital Management
|
Canada
|
Daniel Mills
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Frances Kordyback
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Jonathan Piurko
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
David Patterson
Director and President
|
336 Spadina Road
Unit 1201
Toronto, Ontario M5R 2V8
|
Chairman and Chief
Executive Officer of NW
Capital Management
|
Canada
|
Anne Patterson
Director and Treasurer
|
336 Spadina Road
Unit 1201
Toronto, Ontario M5R 2V8
|
Treasurer of Patterson
Equities Inc.
|
Canada
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
David Patterson
Chairman and Chief
Executive Officer
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Chairman and Chief
Executive Officer of NW
Capital Management
|
Canada
|
Daniel Mills
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Frances Kordyback
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Jonathan Piurko
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation
or Employment
|
Citizenship
|
David Patterson
Chairman and Chief
Executive Officer
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Chairman and Chief
Executive Officer of NW
Capital Management
|
Canada
|
Daniel Mills
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Frances Kordyback Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Jonathan Piurko
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
David Patterson
Chairman and Chief Executive Officer
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Chairman and Chief
Executive Officer of NW
Capital Management
|
Canada
|
Daniel Mills
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Frances Kordyback
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Jonathan Piurko
Managing Director
|
Suite 4700,
Brookfield Place,
Bay Wellington Tower,
181 Bay Street,
P.O. Box 794,
Toronto, Ontario M5J 2T3
|
Managing Director of NW
Capital Management
|
Canada
|
Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
Dated: June 17, 2013
|
DAVID PATTERSON
/s/ David Patterson
NORTHWATER CAPITAL INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER CAPITAL MANAGEMENT INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 1
BY: NORTHWATER IP 1 GP INC., ITS GENERAL PARTNER
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 3A
BY: NORTHWATER IP 3 GP INC., ITS GENERAL PARTNER
By: /s/ Jonathan Piurko
Name: Jonathan Piurko
Title: Managing Director
|