CTI GROUP HOLDINGS INC 4
4 · CTI GROUP HOLDINGS INC · Filed Dec 8, 2015
Insider Transaction Report
Form 4
Rao Siddhartha Shankara
Director
Transactions
- Disposition from Tender
Class A Common Stock
2015-12-04$0.61/sh−1,000$610→ 0 total(indirect: By Spouse) - Disposition from Tender
Class A Common Stock
2015-12-04$0.61/sh−188,333$114,883→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-12-07$0.61/sh−66,666.67$40,667→ 0 total→ Class A Common Stock (66,666.67 underlying)
Footnotes (2)
- [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, the reporting person 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 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.