TXTR Textura Corp. (delisted)

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Note to Schedule 13D

This Amendment No. 3 to Schedule 13D (this “ Amendment No. 3 ”) relates to the common stock, par value $0.001 per share (the “ Common Stock ”), of Textura Corporation, a Delaware corporation (the “ Company ”), and amends the Schedule 13D filed on June 7, 2013 (the “ Original Schedule 13D ”) as amended by Amendment No. 1 filed on May 29, 2015 (“ Amendment No. 1 ”) and Amendment No. 2 filed on April 29, 2016 (“ Amendment No. 2 ”, together with this Amendment No. 3, Amendment No. 1 and the Original Schedule 13D, the “ Schedule 13D ”) filed by (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 ” or “ Northwater ”), 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 (each of Mr. Patterson, NW Capital, NW Capital Management, NWIP Fund 1 and NWIP Fund 3A, a “ Reporting Person ” and collectively, the “ Reporting Persons ”).  The address of the Company’s principal executive offices is Textura Corporation, 1405 Lake Cook Road, Deerfield, IL 60015.

This Amendment No. 3 amends Item 4 and Item 5 as set forth below.  The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 4.  Purpose of Transaction

On April 28, 2016, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, OC Acquisition LLC, a Delaware limited liability company (“ Parent ”), Tulip Acquisition Corporation, a Delaware corporation (“ Merger Sub ”) and Oracle Corporation, a Delaware corporation, pursuant to which Merger Sub made a tender offer (the “ Offer ”) to purchase any and all of the issued and outstanding shares of Common Stock at a price per share of $26.00 and, after acquiring shares of common stock pursuant to the Offer, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving the Merger (the “ Transaction ”).  The Transaction was consummated on June 10, 2016.

Item 5.            Interest in Securities of the Issuer

Items 5(a)-(c) and (e) of the Schedule 13D are amended and restated in their entirety to read as follows:

(a)-(b)                A s a result of the Transaction, none of the Reporting Persons beneficially owns any shares of Common Stock.

 

(c)          On June 6, 2016, (i) NW Capital exercised a warrant to purchase 13,018 shares of Common Stock ( $ 16.26 per share) on a cashless basis, resulting in the Company’s withholding of 8,144 of the warrant shares to pay the exercise price and issuing NW Capital the remaining 4,874 shares; (ii) NWIP Fund 3A exercised warrants to purchase (A) 177,814 shares of Common Stock ( $ 15.00 per share) on a cashless basis, resulting in the Company’s withholding of 102,624 of the warrant shares to pay the exercise price and issuing to NWIP Fund 3A the remaining 75,190 shares, (B) 28,558 shares of Common Stock ( $ 15.00 per share) on a cashless basis, resulting in the Company’s withholding of 16,482 of the warrant shares to pay the exercise price and issuing to NWIP Fund 3A the remaining 12,076 shares, and (C) 25,600 shares of Common Stock ( $ 15.00 per share) on a cashless basis, resulting in the Company’s withholding of 13,711 of the warrant shares to pay the exercise price and issuing to NWIP Fund 3A the remaining 11,889 shares; and (iii)   Northwater Intellectual Property Fund L.P. 2, a Delaware limited partnership (" NWIP Fund 2 "), exercised warrants to purchase (A) 53,657 shares of Common Stock ( $ 16.26 per share) on a cashless basis, resulting in the Company’s withholding of 33,569 of the warrant shares to pay the exercise price

 

 and issuing to NWIP Fund 2 the remaining 20,088 shares, (B) 34,969 shares of Common Stock ( $ 16.26 per share) on a cashless basis, resulting in the Company’s withholding of 21,877 of the warrant shares to pay the exercise price and issuing to NWIP Fund 2 the remaining 13,092 shares, (C) 81,642 shares of Common Stock ( $ 13.25 per share) on a cashless basis, resulting in the Company’s withholding of 41,622 of the warrant shares to pay the exercise price and issuing to NWIP Fund 2 the remaining 40,020 shares, and (D) 44,454 shares of Common Stock ( $ 15.00 per share) price on a cashless basis, resulting in the Company’s withholding of 25,656 of the warrant shares to pay the exercise price and issuing to NWIP Fund 2 the remaining 18,798 shares (collectively, the “ Cashless Warrant Exercise ”).

Except for the (i) disposition of shares of Common Stock pursuant to the Cashless Warrant Exercise and (ii) tender and acceptance of the Common Stock in the Offer as described in Item 4, no transactions in securities of the Company were effected during the last sixty (60) days by the Reporting Persons.

 

(e)          As a result of the transactions described herein, on June 10, 2016, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%)  of the outstanding Common Stock.