SEC Form 4 · accession 0001104659-16-127177
Textura Corp · TXTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jillian Sheehan
Officer — EVP & Chief Financial Officer
Period of report
Jun 10, 2016
Accepted (ET)
Jun 14, 2016 · 7:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001565337
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 10, 2016 | U | 42,356 | $26.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $16.26 | Jun 10, 2016 | D | 24,000 | D | May 21, 2009 | May 21, 2019 | Common Stock | 24,000 | 0 | D |
| Stock Option (right to buy)F3 | $10.025 | Jun 10, 2016 | D | 8,800 | D | Sep 10, 2014 | Sep 10, 2020 | Common Stock | 8,800 | 0 | D |
| Stock Option (right to buy)F4 | $10.025 | Jun 10, 2016 | D | 30,000 | D | Dec 7, 2010 | Dec 7, 2020 | Common Stock | 30,000 | 0 | D |
| Stock Option (right to buy)F5 | $13.025 | Jun 10, 2016 | D | 55,910 | D | Jan 18, 2012 | Jan 18, 2022 | Common Stock | 55,910 | 0 | D |
| Stock Option (right to buy)F6 | $15.00 | Jun 10, 2016 | D | 65,380 | D | Jun 7, 2016 | Jun 7, 2023 | Common Stock | 65,380 | 0 | D |
| Stock Option (right to buy)F8,F7 | $25.29 | Jun 10, 2016 | D | 7,460 | D | — | Feb 9, 2025 | Common Stock | 7,460 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the closing on June 10, 2016 of a cash tender offer by Tulip Acquisition Corporation, a Delaware corporation ("Merger Subsidiary"), which is a subsidiary of OC Acquisition LLC, a Delaware limited liability company, which is a subsidiary of Oracle Corporation, a Delaware corporation.
- F2The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $233,760.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
- F3The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $140,580.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
- F4The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $479,250.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
- F5The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $725,432.25, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
- F6The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $719,180.00, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.
- F7The stock options vested ratably, in quarterly installments of 1/12 of the total beginning May 9, 2015 and in equal installments every three months thereafter.
- F8The option was canceled in the merger between the Issuer and the Merger Subsidiary in exchange for a pre-tax cash payment of $5,296.60, representing the difference between the exercise price of the option and the merger consideration of $26.00 per share.