0001140361-14-045283.txt : 20141215 0001140361-14-045283.hdr.sgml : 20141215 20141215172936 ACCESSION NUMBER: 0001140361-14-045283 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130607 FILED AS OF DATE: 20141215 DATE AS OF CHANGE: 20141215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Textura Corp CENTRAL INDEX KEY: 0001565337 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 261212370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1405 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-457-6500 MAIL ADDRESS: STREET 1: 1405 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northwater Capital Management Inc. CENTRAL INDEX KEY: 0001579503 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35956 FILM NUMBER: 141287720 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 360 2090 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northwater Capital Inc. CENTRAL INDEX KEY: 0001579504 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35956 FILM NUMBER: 141287721 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 360 2090 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 4/A 1 doc1.xml FORM 4/A X0306 4/A 2013-06-07 2013-06-24 0 0001565337 Textura Corp TXTR 0001579504 Northwater Capital Inc. 161 BAY STREET, SUITE 4000 TORONTO, ONTARIO, CANADA A6 M5J 2S1 ONTARIO, CANADA 0 0 1 1 Director by deputization*** 0001579503 Northwater Capital Management Inc. 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 1 Director by deputization*** Restricted Stock Units 2013-06-07 4 A 0 4667 0 A Common Stock 4667 4667 I See footnote Stock Option (right to buy) 15 2013-06-07 4 A 0 10324 0 A 2023-06-07 Common Stock 10324 10324 I See footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. ***David G. Patterson, Chief Executive Officer and Chairman of Northwater Capital Management Inc., a corporation formed under the laws of the Province of Ontario ("NCMI"), and Chief Executive Officer and Chairman of Northwater Capital, Inc., a corporation formed under the laws of the Province of Ontario ("NCI"), serves on the board of directors of the Issuer as a representative of NCI, NCMI and certain of their affiliates. NCI and NCMI are each a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature NORTHWATER CAPITAL INC., By: /s/ Jonathan Piurko, Managing Director 2014-12-15 EX-99.1 2 nex99_1.htm EXPLANATION OF RESPONSES

Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of common stock.
(2) The restricted stock units will cliff vest on June 7, 2014.
(3) The stock options will cliff vest on June 7, 2014.
(4) David G. Patterson is Chairman and Chief Executive Officer of each of Northwater Capital, Inc., (“NCI”) and Northwater Capital Management Inc. (“NCMI”), corporations formed under the laws of the Province of Ontario.  NCI  is the direct parent of NCMI.  In his capacity as a director of the Issuer, Mr. Patterson was granted restricted stock units and stock options by the Issuer.  Pursuant to an agreement between Mr. Patterson and NCMI, Mr. Patterson received such restricted stock units and stock options as nominee for NCMI.  NCMI is entitled under the agreement to all economic benefits of such restricted stock units and stock options.  NCI disclaims beneficial ownership of such restricted stock units and stock options, and of any shares of common stock received in respect thereof, except to the extent of any indirect pecuniary interest NCI may have therein resulting from its ownership interest in NCMI.
 EX-99.2 3 nex99_2.htm JOINT FILER INFORMATION AND SIGNATURE
 
 Joint Filer Information and Signature
 
Joint Filers:
 
1.
Name:
 Northwater Capital Management Inc.
 
 
Address:
 161 Bay Street, Suite 4000, Toronto, Ontario, Canada M5J 2S1
 
       
   
NORTHWATER CAPITAL MANAGEMENT INC.
  
       
       
   
By: /s/ Jonathan Piurko                                      
December 15, 2014
   
Name: Jonathan Piurko
Date
   
Title: Managing Director