SEC Form 4 · accession 0000899243-15-009448

CTI GROUP HOLDINGS INC · CTIG

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

Reporting owners

Salah N Osseiran

Director · 10% Owner

FAIRFORD HOLDINGS LTD

10% Owner

Period of report

Dec 4, 2015

Accepted (ET)

Dec 8, 2015 · 3:12 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	D/I	Nature of ownership
Class A Common Stock^F1	Dec 4, 2015	U	6,250	$0.61	D	D
Class A Common Stock^F1	Dec 4, 2015	U	45,000	$0.61	D	I	By Salsel Corporation Limited
Class A Common Stock^F1	Dec 4, 2015	U	18,131,405	$0.61	D	I	By Fairford Holdings Limited

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 15, 2017	Class A Common Stock	100,000	D
Stock Option (right to buy)^F2	$0.2475	Dec 7, 2015	D	100,000	D	—	Jun 29, 2022	Class A Common Stock	100,000	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	D
Common Stock Warrant (right to buy)^F4,F3	$0.34	Dec 7, 2015	D	419,495	D	—	Feb 16, 2017	Class A Common Stock	419,495	I
Common Stock Warrant (right to buy)^F4,F3	$0.22	Dec 7, 2015	D	620,675	D	—	Apr 14, 2018	Class A Common Stock	620,675	I

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, Mr. Osseiran 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 warrant (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 warrant, subject to applicable tax withholding.
F4Fairford Holdings Europe AB (formerly Fairford Holdings Scandinavia AB) ("Fairford Europe") is wholly owned by Fairford Holdings Ltd. ("FHL"). The Salah N. Osseiran Trust, a revocable trust of which Mr. Osseiran is the grantor and sole beneficiary, is the sole stockholder of FHL and indirectly owns all of the stock of Fairford Europe. Mr. Osseiran is a director of FHL and a director of Fairford Europe.

Remarks

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any securities covered by this Statement, of (b) that this Statement is legally required to be filed by such person.