SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CTI GROUP HOLDINGS INC [ CTIG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/07/2015 | D | 146,372(1) | D | $0.61(1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $0.34 | 12/07/2015 | D | 300,000 | (2) | 02/15/2017 | Class A Common Stock | 300,000(2) | $0.27 | 0 | D | ||||
| Stock Option (right to buy) | $0.08 | 12/07/2015 | D | 200,000 | (2) | 07/10/2019 | Class A Common Stock | 200,000(2) | $0.53 | 0 | D | ||||
| Stock Option (right to buy) | $0.1 | 12/07/2015 | D | 58,660 | (2) | 09/08/2021 | Class A Common Stock | 58,660(2) | $0.51 | 0 | D | ||||
| Stock Option (right to buy) | $0.2475 | 12/07/2015 | D | 30,000 | (2) | 06/29/2022 | Class A Common Stock | 30,000(2) | $0.3625 | 0 | D | ||||
| Stock Option (right to buy) | $0.52 | 12/07/2015 | D | 400,000 | (2) | 03/31/2025 | Class A Common Stock | 400,000(2) | $0.09 | 0 | D | ||||
| Restricted Stock Units | (3) | 12/07/2015 | D | 64,104.67 | (3) | (3) | Class A Common Stock | 64,104.67(3) | $0.61 | 0 | D | ||||
| Restricted Stock Units | (3) | 12/07/2015 | D | 63,345 | (3) | (3) | Class A Common Stock | 63,345(3) | $0.61 | 0 | D | ||||
| Explanation of Responses: |
| 1. These shares were cancelled and converted into the right to receive the Offer Price (as defined below) per share pursuant to the merger (the "Merger") on December 7, 2015 of New Acquisitions Corporation ("Purchaser"), a wholly owned subsidiary of Enghouse Systems Limited ("Enghouse"), with and into CTI Group (Holdings) Inc. (the "Issuer"). The Merger was consummated following Purchaser's completion of a cash tender offer to purchase all of the issued and outstanding shares of the Issuer's Class A common stock at a purchase price of $0.61 per share (the "Offer Price") and in accordance with the Agreement and Plan of Merger, dated October 18, 2015, by and among the Issuer, Enghouse and Purchaser (the "Merger Agreement"). |
| 2. Pursuant 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. |
| 3. Pursuant 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. |
| Remarks: |
| /s/ Manfred Hanuschek | 12/08/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||