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CTI GROUP HOLDINGS INC 4

Accession 0000899243-15-009448

CIK 0000355627operating
View on SEC.govCompany Profile

Filed

Dec 7, 7:00 PM ET

Accepted

Dec 8, 3:12 PM ET

Size

23.9 KB

Accession

0000899243-15-009448

Insider Transaction Report

Form 4
Period: 2015-12-04
CTI GROUP HOLDINGS INCCTIG
OSSEIRAN SALAH N
Director10% Owner
Transactions
  • Disposition to Issuer

    Common Stock Warrant (right to buy)

    2015-12-07$0.39/sh−620,675$242,063→ 0 total(indirect: By Fairford Holdings Europe AB)
    Exercise: $0.22Exp: 2018-04-14→ Class A Common Stock (620,675 underlying)
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−18,131,405$11,060,157→ 0 total(indirect: By Fairford Holdings Limited)
  • Disposition to Issuer

    Stock Option (right to buy)

    2015-12-07$0.27/sh−100,000$27,000→ 0 total
    Exercise: $0.34Exp: 2017-02-15→ Class A Common Stock (100,000 underlying)
  • Disposition to Issuer

    Common Stock Warrant (right to buy)

    2015-12-07$0.27/sh−419,495$113,264→ 0 total(indirect: By Fairford Holdings Europe AB)
    Exercise: $0.34Exp: 2017-02-16→ Class A Common Stock (419,495 underlying)
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−6,250$3,813→ 0 total
  • Disposition to Issuer

    Stock option (right to buy)

    2015-12-07$0.52/sh−50,000$26,000→ 0 total
    Exercise: $0.09Exp: 2019-10-06→ Class A Common Stock (50,000 underlying)
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−45,000$27,450→ 0 total(indirect: By Salsel Corporation Limited)
  • Disposition to Issuer

    Stock Option (right to buy)

    2015-12-07$0.36/sh−100,000$36,250→ 0 total
    Exercise: $0.25Exp: 2022-06-29→ Class A Common Stock (100,000 underlying)
FAIRFORD HOLDINGS LTD
10% Owner
Transactions
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−18,131,405$11,060,157→ 0 total(indirect: By Fairford Holdings Limited)
  • Disposition to Issuer

    Stock Option (right to buy)

    2015-12-07$0.27/sh−100,000$27,000→ 0 total
    Exercise: $0.34Exp: 2017-02-15→ Class A Common Stock (100,000 underlying)
  • Disposition to Issuer

    Common Stock Warrant (right to buy)

    2015-12-07$0.39/sh−620,675$242,063→ 0 total(indirect: By Fairford Holdings Europe AB)
    Exercise: $0.22Exp: 2018-04-14→ Class A Common Stock (620,675 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2015-12-07$0.36/sh−100,000$36,250→ 0 total
    Exercise: $0.25Exp: 2022-06-29→ Class A Common Stock (100,000 underlying)
  • Disposition to Issuer

    Common Stock Warrant (right to buy)

    2015-12-07$0.27/sh−419,495$113,264→ 0 total(indirect: By Fairford Holdings Europe AB)
    Exercise: $0.34Exp: 2017-02-16→ Class A Common Stock (419,495 underlying)
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−6,250$3,813→ 0 total
  • Disposition from Tender

    Class A Common Stock

    2015-12-04$0.61/sh−45,000$27,450→ 0 total(indirect: By Salsel Corporation Limited)
  • Disposition to Issuer

    Stock option (right to buy)

    2015-12-07$0.52/sh−50,000$26,000→ 0 total
    Exercise: $0.09Exp: 2019-10-06→ Class A Common Stock (50,000 underlying)
Footnotes (4)
  • [F1]These 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.
  • [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 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.
  • [F4]Fairford 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.

Documents

1 file

Issuer

CTI GROUP HOLDINGS INC

CIK 0000355627

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000355627

Filing Metadata

Form type
4
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 3:12 PM ET
Size
23.9 KB
View on SEC.gov