CTI GROUP HOLDINGS INC 4

Accession 0000899243-15-009447

CIK 0000355627operating

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 3:11 PM ET

Size

21.8 KB

Accession

0000899243-15-009447

Form 4

Period: 2015-12-07

Chief Financial Officer

Transactions

Disposition to Issuer
Class A Common Stock
2015-12-07$0.61/sh−146,372$89,287→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2015-12-07$0.51/sh−58,660$29,917→ 0 total
Exercise: $0.10Exp: 2021-09-08→ Class A Common Stock (58,660 underlying)
Disposition to Issuer
Stock Option (right to buy)
2015-12-07$0.36/sh−30,000$10,875→ 0 total
Exercise: $0.25Exp: 2022-06-29→ Class A Common Stock (30,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2015-12-07$0.53/sh−200,000$106,000→ 0 total
Exercise: $0.08Exp: 2019-07-10→ Class A Common Stock (200,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2015-12-07$0.09/sh−400,000$36,000→ 0 total
Exercise: $0.52Exp: 2025-03-31→ Class A Common Stock (400,000 underlying)
Disposition to Issuer
Restricted Stock Units
2015-12-07$0.61/sh−63,345$38,640→ 0 total
→ Class A Common Stock (63,345 underlying)
Disposition to Issuer
Stock Option (right to buy)
2015-12-07$0.27/sh−300,000$81,000→ 0 total
Exercise: $0.34Exp: 2017-02-15→ Class A Common Stock (300,000 underlying)
Disposition to Issuer
Restricted Stock Units
2015-12-07$0.61/sh−64,104.67$39,104→ 0 total
→ Class A Common Stock (64,104.67 underlying)

Footnotes (3)

[F1]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").
[F2]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.
[F3]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.

Documents

1 file

CTI GROUP HOLDINGS INC

CIK 0000355627

Entity typeoperating

IncorporatedDE