0001140361-16-069142.txt : 20160608 0001140361-16-069142.hdr.sgml : 20160608 20160608170845 ACCESSION NUMBER: 0001140361-16-069142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160606 FILED AS OF DATE: 20160608 DATE AS OF CHANGE: 20160608 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 Inc. CENTRAL INDEX KEY: 0001579504 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35956 FILM NUMBER: 161704185 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: Patterson David G CENTRAL INDEX KEY: 0001578168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35956 FILM NUMBER: 161704186 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35956 FILM NUMBER: 161704187 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 1 doc1.xml FORM 4 X0306 4 2016-06-06 0 0001565337 Textura Corp TXTR 0001578168 Patterson David G 1405 LAKE COOK ROAD DEERFIELD IL 60015 1 0 1 1 Director by deputization*** 0001579504 Northwater Capital Inc. 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 1 Director by deputization*** 0001579503 Northwater Capital Management Inc. 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 1 Director by deputization*** Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 13018 16.26 A 160220 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 8144 25.99 D 152076 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 177814 15 A 1102351 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 102624 25.99 D 999727 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 28558 15 A 1028285 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 16482 25.99 D 1011803 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 25600 13.92 A 1037403 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 13711 25.99 D 1023692 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 53657 16.26 A 686803 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 33569 25.99 D 653234 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 34969 16.26 A 688203 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 21877 25.99 D 666326 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 81642 13.25 A 747968 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 41622 25.99 D 706346 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 X 0 44454 15 A 750800 I See Footnotes Common Stock, Par Value $0.001 per share 2016-06-06 4 S 0 25656 25.99 D 725144 I See Footnotes Common Stock, Par Value $0.001 per share 2711413 I See Footnotes Common Stock, Par Value $0.001 per share 8192 D Warrants to acquire Common Stock 16.26 2016-06-06 4 X 0 13018 0 D 2009-09-09 2019-09-09 Common Stock 13018 0 I See Footnotes Warrants to acquire Common Stock 15 2016-06-06 4 X 0 177814 0 D 2011-10-03 2021-09-15 Common Stock 177814 0 I See Footnotes Warrants to acquire Common Stock 15 2016-06-06 4 X 0 28558 0 D 2011-12-05 2021-09-15 Common Stock 28558 0 I See Footnotes Warrants to acquire Common Stock 13.92 2016-06-06 4 X 0 25600 0 D 2013-06-10 2018-01-21 Common Stock 25600 0 I See Footnotes Warrants to acquire Common Stock 16.26 2016-06-06 4 X 0 53657 0 D 2009-04-15 2019-04-15 Common Stock 53657 0 I See Footnotes Warrants to acquire Common Stock 16.26 2016-06-06 4 X 0 34969 0 D 2009-08-12 2019-08-12 Common Stock 34969 0 I See Footnotes Warrants to acquire Common Stock 13.25 2016-06-06 4 X 0 81642 0 D 2010-07-23 2020-07-23 Common Stock 81642 0 I See Footnotes Warrants to acquire Common Stock 15 2016-06-06 4 X 0 44454 0 D 2011-10-03 2021-09-15 Common Stock 44454 0 I See Footnotes See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. See Exhibit 99.1; Note 7. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. See Exhibit 99.1; Note 10. See Exhibit 99.1; Note 11. See Exhibit 99.1; Note 12. See Exhibit 99.1; Note 13. ***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 /s/ David G. Patterson 2016-06-08 EX-99.1 2 p17409756a.htm EXPLANATION OF RESPONSES

Explanation of Responses:
(1) David G. Patterson, Chief Executive Officer and Chairman of Northwater Capital Management Inc., a corporation formed under the laws of the Province 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 and NCMI.  NCI is the direct parent of NCMI, which is the manager of Northwater Intellectual Property Fund L.P. 3A, a Delaware limited partnership (“NIP LP 3A”), Northwater Intellectual Property Fund L.P. 2, a Delaware limited partnership (“NIP LP 2”) and Northwater Intellectual Property Fund L.P. 1, a Delaware limited partnership (“NIP LP 1”, and together with NIP LP 2 and NIP LP 3A, the “Funds”).  The Reporting Persons have an indirect pecuniary interest in the shares of common stock of Textura Corporation, par value $0.001 per share (“Common Stock”) and warrants held directly by the Funds.  Each of Mr. Patterson, NCI and NCMI disclaims beneficial ownership of all shares of Common Stock that are held directly by the Funds, except to the extent of any indirect pecuniary interest therein.  In addition, Mr. Patterson and NCI directly hold shares of Common Stock and, in the case of NCI, warrants.  Each of NCI and NCMI disclaims beneficial ownership of all shares of Common Stock held directly by Mr. Patterson, and NCMI disclaims beneficial ownership of all shares of Common Stock and warrants held directly by NCI.  Mr. Patterson disclaims beneficial ownership of all shares of Common Stock and warrants held directly by NCI, except to the extent of any indirect pecuniary interest therein.
(2) Common Stock and warrants held directly by NCI.
(3) Common Stock and warrants held directly by NIP LP 3A.
(4) Common Stock and warrants held directly by NIP LP 2.
(5) On June 6, 2016, NCI exercised a warrant to purchase 13,018 shares of TXTR common stock for $16.26 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 8,144 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,874 shares.
(6) On June 6, 2016, NIP LP 3A exercised a warrant to purchase 177,814 shares of Common Stock for $15.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 102,624 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 75,190 shares.
(7) On June 6, 2016, NIP LP 3A exercised a warrant to purchase 28,558 shares of Common Stock for $15.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 16,482 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,076 shares.
(8) On June 6, 2016, NIP LP 3A exercised a warrant to purchase 25,600 shares of Common Stock for $13.92 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 13,711 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 11,889 shares.
(9) On June 6, 2016, NIP LP 2 exercised a warrant to purchase 53,657 shares of Common Stock for $16.26 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 33,569 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 20,088 shares.
(10) On June 6, 2016, NIP LP 2 exercised a warrant to purchase 34,969 shares of Common Stock for $16.26 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 21,877 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 13,092 shares.
(11) On June 6, 2016, NIP LP 2 exercised a warrant to purchase 81,642 shares of Common Stock for $13.25 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 41,622 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 40,020 shares.
(12) June 6, 2016, NIP LP 2 exercised a warrant to purchase 44,454 shares of Common Stock for $15.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in TXTR’s withholding of 25,656 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 18,798 shares.
(13) Common Stock held directly by NIP LP 1.
EX-99.2 3 p17409756b.htm JOINT FILER INFORMATION AND SIGNATURE
Joint Filer Information and Signature
Joint Filers:
   
     
1. Name:
Northwater Capital Inc.
 
    Address:
161 Bay Street, Suite 4000, Toronto, Ontario, Canada M5J 2T3
 
     
 
NORTHWATER CAPITAL INC.
 
     
     
 
By: /s/ Jonathan Piurko                                                               
June 8, 2016
 
Name: Jonathan Piurko
 
 
Title: Managing Director
 
     
 
By: /s/ Frances Kordyback                                                        
June 8, 2016
 
Name: Frances Kordyback
 
 
Title: Managing Director
 
     
     
2. Name:
Northwater Capital Management Inc.
 
    Address:
161 Bay Street, Suite 4000, Toronto, Ontario, Canada M5J 2T3
 
     
 
NORTHWATER CAPITAL MANAGEMENT INC.
 
     
     
 
By: /s/ Jonathan Piurko                                                                
June 8, 2016
 
Name: Jonathan Piurko
 
 
Title: Managing Director
 
     
 
By: /s/ Frances Kordyback                                                          
June 8, 2016
 
Name: Frances Kordyback
 
 
Title: Managing Director