SEC Form 4 · accession 0000899243-15-009442
CTI GROUP HOLDINGS INC · CTIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Birbeck
Director
Period of report
Dec 4, 2015
Accepted (ET)
Dec 8, 2015 · 3:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000355627
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Dec 4, 2015 | U | 918,655 | $0.61 | 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 | $0.52 | Dec 7, 2015 | D | 500,000 | D | — | Mar 31, 2025 | Class A Common Stock | 500,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 100,000 | D | — | — | Class A Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1These shares were disposed of upon the completion of a cash tender offer by New Acquisitions Corporation ("Purchaser"), a wholly owned subsidiary of Enghouse Systems Limited ("Enghouse"), to purchase all of the issued and outstanding shares of the Class A common stock of CTI Group (Holdings) Inc. (the "Issuer") at a purchase price of $0.61 per share (the "Offer Price") in accordance with the Agreement and Plan of Merger, dated October 18, 2015, by and among the Issuer, Enghouse and Purchaser (the "Merger Agreement"). Pursuant to the Merger Agreement, on December 7, 2015, Purchaser was merged (the "Merger") with and into the Issuer. In accordance with the Agreement and Plan of Merger, the reporting person resigned as a director of the Issuer effective as of the effective time of the Merger.
- F2Pursuant to the terms of the Merger Agreement, as a result of and as of the effective time of the Merger, each stock option (whether or not then vested or exercisable) was cancelled and converted into the right to receive the excess of the Offer Price per share over the per-share exercise price of the shares subject to such stock option, subject to applicable tax withholding.
- F3Pursuant to the terms of the Merger Agreement, as a result of and as of the effective time of the Merger, each restricted stock unit (whether or not then vested) was cancelled and converted into the right to receive the Offer Price per share multiplied by the total number of shares subject to such restricted stock unit, subject to applicable tax withholding.