SEC Form 4 · accession 0000899243-15-009443

CTI GROUP HOLDINGS INC · CTIG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Dec 4, 2015

Accepted (ET)

Dec 8, 2015 · 3:03 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 Stock^F1	Dec 4, 2015	U	75,000	$0.61	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$0.34	Dec 7, 2015	D	100,000	D	—	Feb 15, 2017	Class A Common Stock	100,000	0	D
Stock Option (right to buy)^F2	$0.09	Dec 7, 2015	D	50,000	D	—	Oct 6, 2019	Class A Common Stock	50,000	0	D

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.