SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CTI Group (Holdings) Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

126431 10 5

(CUSIP Number)

Chad J. Rubin

Duane Morris LLP

30 S. 17th Street

Philadelphia, Pennsylvania 19103

(215) 979-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 126431 10 5 Page 2 of 4

1.	Names of reporting persons. John Birbeck
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.	SEC use only
4.	Source of funds (see instructions)     Not applicable.
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.	Citizenship or place of organization     United Kingdom
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     2,315,445
		8.	Shared voting power     0
		9.	Sole dispositive power     2,315,445
		10.	Shared dispositive power     0
11.	Aggregate amount beneficially owned by each reporting person     2,315,445
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.	Percent of class represented by amount in Row (11)     7.5%*
14.	Type of reporting person (see instructions)     IN

* Based on the sum of (i) 29,158,771 shares of the Company’s Common Stock outstanding, as provided to the Reporting Person by the Issuer, and (ii) the 1,568,345 shares of the Issuer’s Common Stock issuable upon exercise of the options which are currently exercisable.

CUSIP No. 126431 10 5 Page 3 of 4

This Amendment No. 2 (this “Amendment No. 2”) amends Items 4, 6 and 7 to reflect changes to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2012, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 8, 2013 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby supplemented as follows:

On October 30, 2013, CTI Group (Holdings) Inc. (the “Issuer”) issued to John Birbeck (the “Reporting Person”), Fairford Holdings, Ltd. and Michael Reinarts (together with the Reporting Person, the “Lenders”) a Promissory Note (the “Note”) in the aggregate principal amount of $1,400,000 (the “Principal Amount”).

Under the Note, the Issuer may, from the date of the Note through and including the Maturity Date (as defined below), request that the Lenders make one or more advances under the Note (each, an “Advance”). The Lenders may, in their sole and absolute discretion, elect to make or decline to make any Advance requested by the Issuer under the Note.

Pursuant to the Note, the Issuer promises to pay to the Lenders, on demand made at any time following April 30, 2014, or if demand is not sooner made, on May 31, 2014 (such date, or if earlier, the date demand is made under the Note, the “Maturity Date”), the unpaid balance under the Note plus all interest accrued thereunder as of the Maturity Date in the following proportions: 10% to the Reporting Person, 80% to Fairford Holdings, Ltd. and 10% to Michael Reinarts.

Interest under the Note accrues at a fixed rate per annum equal to 6.50%. Under the Note, on December 31, 2013, the Issuer will pay to the Lenders all interest accrued under the Note as of such date.

As collateral for the Issuer’s satisfaction of its obligations under the Note, the Issuer pledges to the Lenders a purchase money lien in all accounts, any receivables, inventory, machinery, equipment, supplies, general intangibles, furniture and fixtures purchased with any Advances under the Note.

The Note may be prepaid in full or in part at any time without premium or penalty.

On October 30, 2013, the Issuer requested an Advance of $700,000 under the Note, and the Lenders elected to make such Advance to the Issuer.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Except as set forth in the Schedule 13D, the Reporting Person does not presently have any additional plans or proposals that relate to, or would result in, any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intentions with respect to any or all of the matters referred to in the Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 4 of this Amendment No. 2 is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Promissory Note, dated October 30, 2013, issued by CTI Group (Holdings) Inc. to Fairford Holdings, Ltd., Michael Reinarts and John Birbeck in the aggregate principal amount of $1,400,000.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:	October 31, 2013	/s/ John Birbeck
		Name: John Birbeck

EX-99.1

Exhibit 99.1

PROMISSORY NOTE

Amount:	$1,400,000	October 30, 2013 (the “Issuance Date”)
Maturity Date:	Earlier of Demand at any time following the six (6) month anniversary of the Issuance Date or May 31, 2014	Indianapolis, Indiana
Purpose:	Liquidity

FOR VALUE RECEIVED, the undersigned, CTI Group (Holdings) Inc. (the “Maker”), promises to pay to the order of Fairford Holdings, Ltd, Michael Reinarts, and John Birbeck (the “Lenders”) the Lenders’ proportionate contributions, Fairford Holdings, Ltd. (80%), Michael Reinarts (10%) and John Birbeck (10%) of the value received. The Maker promises to pay the Lenders ON DEMAND made at any time following the six (6) month anniversary of the Issuance Date, or if such demand is not sooner made, on May 31, 2014, such date, or if earlier, the date demand is made hereunder, (the “Maturity Date”), the principal sum of One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.00), or such lesser sum as may actually be advanced and outstanding hereunder, together with interest and the unpaid balance from the date hereof until this Note is fully paid, computed on the basis of the actual number of days elapsed on a 365-day year. This Note is payable to any place designated in writing by the holder hereof.

The Maker may, from the date of this Note through and including the Maturity Date, request that the Lenders make one or more advances under this Note (each, an “Advance”). Advances may be requested in any manner including orally or in writing, whether by electronic means or otherwise. The Lenders may, in their sole and absolute discretion, elect to make or decline to make any Advance requested by the Maker hereunder, and may disburse the proceeds of any Advance or any other financial accommodation made hereunder by deposit with any bank or other financial institution to or for the account of the Maker, or to or for the account of any third-party designated by the Maker, or by an instrument payable to the Maker or to any such third-party, or in any other manner requested by the Maker and deemed appropriate by the Lenders. The Lender may maintain from time to time, at its discretion, records as to any and all Advances and other financial accommodations made or repaid and interest accrued, paid or deferred under this Note. All entries made on any such record shall be presumed correct absent manifest error. MAKER ACKNOWLEDGES THAT ALL ADVANCES WHICH LENDERS MAY ELECT TO MAKE UNDER THIS NOTE SHALL BE REPAYABLE ON DEMAND MADE AT ANY TIME FOLLOWING THE SIX (6) MONTH ANNIVERSARY OF THE ISSUANCE DATE. The credit facility established hereunder is a discretionary facility, and the Lenders have not committed to provide any loan or other financial accommodation to the Maker. The Maker acknowledges that the Lenders may elect not to make any Advance or other financial accommodation requested by the Maker, and may demand repayment of all Advances and other financial accommodations extended to the Maker hereunder, for any reason or for no reason, and regardless of whether or not a default has occurred or is continuing, at any time following the six (6) month anniversary of the Issuance Date.

Interest on this Note shall accrue at a fixed rate per annum equal to 6.50%. The interest only on this Promissory Note shall be payable on December 31, 2013 and at Maturity Date. This Note and any accrued interest, fees and expenses due or to become due hereunder shall be immediately and automatically due and payable, without any further act or condition, upon the occurrence of a “Bankruptcy Event” (as hereinafter defined).

Upon the commencement of any proceeding under any bankruptcy law by or against the Maker (or if Maker is other than an individual-dissolution, liquidation or termination of the Maker) the entire principal balance and all accrued interest, fees, and expenses shall automatically become immediately due and payable in full, without any declaration, presentment, demand, protest or other notice of any kind. Upon any default, the undersigned, and all

endorsers, sureties and guarantors hereof hereby jointly and severally agree to pay all costs and expenses (including reasonable attorney fees and legal expenses, whether or not legal proceedings are commenced) incurred in the collection of this Note and waive presentment for payment, notice of nonpayment, protest, notice of protest and diligence in enforcing payment hereunder or brining suit against any parties hereto. Each of the endorsers, sureties and guarantors hereof consent that the time for payment may be extended, or this Note may be renewed or other persons liable on this Note may be released, from time to time, without notice to them and without affecting their liability hereon.

The following assets shall constitute collateral for this Note: purchase money lien in all accounts, any receivables, inventory, machinery, equipment, supplies, general intangibles, furniture and fixtures purchased with the funds shall be held as collateral for the funds Advanced herein. The Maker agrees that the Lenders may file liens against the collateral without the signature of the Maker. The Maker agrees not to pledge any of the assets listed above as collateral for any other obligation.

The Note may be prepaid in full or in part at any time without premium or penalty. All payments made on this Note, including prepayments, shall be applied first to the payment of fees and expenses due hereunder, second to the payment of accrued interest, and the balance to the principal; provided, however, that if more than one payment is made by Maker during any calendar month, the holder of this Note may, at its discretion, apply all or any portion of such payments first to principal and then to accrued interest, fees and expenses.

The undersigned, if more than one, shall be jointly and severally liable hereunder, and the term “undersigned” wherever used herein, shall mean the undersigned or any one or more of them.

This Note shall be governed by, interpreted and construed in accordance with the laws of the State of Delaware.

No waiver of any right or remedy hereunder shall be valid unless in writing executed by the holder of this Note, and any such waiver shall be effective only in the specific instance and for the specific purpose given. All rights and remedies of the holder of this Note shall be cumulative and may be exercised singly, concurrently, or successively.

This Note shall bind the Maker and the heirs, personal representatives, successors, and permitted assigns of the Maker. This Note shall benefit the holder of this Note and the heirs, personal representatives, successors, and permitted assigns of the holder.

	MAKER:
333 North Alabama Street	CTI Group (Holdings) Inc.
Suite 240
Indianapolis, IN 46204
	By:	/s/ Manfred Hanuschek
	Name:	Manfred Hanuschek
	Title:	Chief Financial Officer
	Dated:	October 30, 2013