SEC Form 4 · accession 0000899243-15-009444
CTI GROUP HOLDINGS INC · CTIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W Grein
Director
Period of report
Dec 7, 2015
Accepted (ET)
Dec 8, 2015 · 3:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000355627
Table I — non-derivative securities
No Table I lines on this filing.
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)F1,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)F1,F2 | $0.09 | Dec 7, 2015 | D | 50,000 | D | — | Oct 6, 2019 | Class A Common Stock | 50,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 100,000 | D | — | — | Class A Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1These stock options were disposed of pursuant to the Agreement and Plan of Merger, dated October 18, 2015, by and among CTI Group (Holdings) Inc. (the "Issuer"), Enghouse Systems Limited ("Enghouse") and New Acquisitions Corporation ("Purchaser"), a wholly owned subsidiary of Enghouse (the "Merger Agreement"), pursuant to which, among other things, Purchaser was merged (the "Merger") with and into the Issuer on December 7, 2015 following the completion by Purchaser of a cash tender offer to purchase all of the issued and outstanding shares of the Issuer's Class A common stock a purchase price of $0.61 per share (the "Offer Price").
- 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, subject to applicable tax withholding. 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.
- 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.