CUSIP No. 883211104
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
David Patterson
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☑
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,876,008*
|
||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
4,876,008*
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,876,008*
|
||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%*
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 883211104
|
Page 3 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Capital Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☑
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, AF
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||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
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
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
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CUSIP No. 883211104
|
Page 4 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
Northwater Capital Management Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☑
|
||
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)
☐
|
||
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
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 883211104
|
Page 5 of 8 Pages
|
1
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NAMES OF REPORTING PERSONS
Northwater Intellectual Property Fund L.P. 1
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☑
|
||
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)
☐
|
||
6
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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
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%*
|
||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 883211104
|
Page 6 of 8 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) ☐
(b) ☑
|
||
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)
☐
|
||
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
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%*
|
||
14
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TYPE OF REPORTING PERSON
PN
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(a)
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the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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any change in the present Board or management of the Company, including any plans or proposals to change the number or term of the Company’s Board or to fill any existing vacancies thereon;
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(e)
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any material change in the present capitalization or dividend policy of the Company;
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(f)
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any other material change in the Company’s business or corporate structure;
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(g)
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changes in the Company’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h)
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causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
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(j)
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any action similar to any of those enumerated above.
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Exhibit 2 | Letter from Northwater Capital Management Inc. to the Board of Directors of Textura Corporation, dated May 29, 2015. |
Dated: May 29, 2015 |
DAVID PATTERSON
/s/ David Patterson
|
Dated: May 29, 2015 |
NORTHWATER CAPITAL INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko Title: Managing Director By: /s/ Frances Kordyback
Name: Frances Kordyback Title: Managing Director |
Dated: May 29, 2015
|
NORTHWATER CAPITAL MANAGEMENT INC.
By: /s/ Jonathan Piurko
Name: Jonathan Piurko Title: Managing Director By: /s/ Frances Kordyback
Name: Frances Kordyback Title: Managing Director |
Dated: May 29, 2015 |
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 By: /s/ Frances Kordyback
Name: Frances Kordyback Title: Managing Director |
Dated: May 29, 2015 |
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 By: /s/ Frances Kordyback
Name: Frances Kordyback Title: Managing Director |