SEC Form 4 · accession 0000899243-15-009445

CTI GROUP HOLDINGS INC · CTIG

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

Reporting owner

Nathan Habegger

Officer — Chief Financial Officer

Period of report

Dec 4, 2015

Accepted (ET)

Dec 8, 2015 · 3:08 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	12,358	$0.61	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$0.34	Dec 7, 2015	D	100,000	D	—	Feb 16, 2017	Class A Common Stock	100,000	D
Stock Option (right to buy)^F2	$0.08	Dec 7, 2015	D	100,000	D	—	Jul 10, 2019	Class A Common Stock	100,000	D
Stock Option (right to buy)^F2	$0.225	Dec 7, 2015	D	20,000	D	—	Jun 29, 2022	Class A Common Stock	20,000	D
Stock Option (right to buy)^F2	$0.52	Dec 7, 2015	D	200,000	D	—	Mar 31, 2025	Class A Common Stock	200,000	D
Restricted Stock Units^F3	—	Dec 7, 2015	D	24,717	D	—	—	Class A Common Stock	24,717	D
Restricted Stock Units^F3	—	Dec 7, 2015	D	35,592	D	—	—	Class A Common Stock	35,592	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. As a result of and as of the effective time of the Merger, the reporting person resigned as Chief Financial Officer of the Issuer.
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.