SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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 18, 2015

(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 10

1.	Names of reporting persons. Salah N. Osseiran
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Lebanon
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 256,250(1)
		8.	Shared voting power 19,216,575(2)
		9.	Sole dispositive power 256,250(1)
		10.	Shared dispositive power 19,216,575(2)
11.	Aggregate amount beneficially owned by The Reporting Person 19,472,825(1)(2)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 62.5%(3)
14.	Type of reporting person (see instructions) IN

(1) Consists of (i) 6,250 shares of the Issuer’s Class A Common Stock, par value $0.01 per share (“Common Stock”), held of record by Mr. Osseiran, and (ii) 250,000 shares of Common Stock issuable upon the exercise of options by Mr. Osseiran, which are currently exercisable.

(2) Consists of (i) 18,131,405 shares of Common Stock held of record by Fairford Holdings Limited (“FHL”), (ii) 1,040,170 shares of Common Stock issuable upon exercise of certain warrants held by Fairford Holdings Europe AB (formerly Fairford Holdings Scandinavia AB) (“Fairford Europe”), and (iii) 45,000 shares held of record by Salsel Corporation Limited (“Salsel”). The Salah N. Osseiran Trust, a revocable trust of which Mr. Osseiran is the grantor and sole beneficiary (the “Trust”), is the sole stockholder of FHL and Salsel and indirectly owns all of the stock of Fairford Europe. Mr. Osseiran is a director of FHL, a director of Fairford Europe and a joint director of Salsel.

(3) Based on 29,880,261 shares of Common Stock outstanding as of October 18, 2015, as reported by the Issuer to the reporting person, plus the number of shares of Common Stock issuable upon the exercise of stock options and warrants to purchase Common Stock held by Mr. Osseiran and Fairford Europe, respectively, as described above, which are treated as outstanding Common Stock only for the purpose of computing the percentage ownership of the reporting person.

CUSIP No. 126431 10 5 Page 3 of 10

1.	Names of reporting persons. Salah N. Osseiran Trust
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization The Bahamas
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 19,216,575(1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 19,216,575(1)
11.	Aggregate amount beneficially owned by The Reporting Person 19,216,575(1)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 62.1%(2)
14.	Type of reporting person (see instructions) OO

(1) Consists of (i) 18,131,405 shares of Common Stock held of record by FHL, (ii) 1,040,170 shares of Common Stock issuable upon the exercise of certain warrants held by Fairford Europe, and (iii) 45,000 shares held of record by Salsel.

(2) Based on 29,880,261 shares of Common Stock outstanding as of October 18, 2015, as reported by the Issuer to the reporting person, plus the number of shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held by Fairford Europe, as described above, which are treated as outstanding Common Stock only for the purpose of computing the percentage ownership of the reporting person.

CUSIP No. 126431 10 5 Page 4 of 10

1.	Names of reporting persons. Fairford Holdings Limited
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 19,172,575(1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 19,172,575(1)
11.	Aggregate amount beneficially owned by The Reporting Person 19,172,575(1)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 62.0%(2)
14.	Type of reporting person (see instructions) CO

(1) Consists of (i) 18,131,405 shares of Common Stock held of record by FHL and (ii) 1,041,170 shares of Common Stock issuable upon the exercise of certain warrants held by Fairford Europe.

(2) Based on 29,880,261 shares of Common Stock outstanding as of October 18, 2015, as reported by the Issuer to the reporting person, plus the number of shares of Common Stock issuable upon exercise of warrants to purchase Common Stock held by Fairford Europe, as described above, which are treated as outstanding Common Stock only for the purpose of computing the percentage ownership of the reporting person.

CUSIP No. 126431 10 5 Page 5 of 10

EXPLANATORY NOTE

This Amendment No. 7 (this “Amendment No. 7”) amends Items 4, 5, 6 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2001, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 24, 2002; Amendment No. 2 to Schedule 13D filed with the SEC on February 29, 2008; Amendment No. 3 to Schedule 13D filed with the SEC on March 10, 2009; Amendment No. 3 to Schedule 13D filed with the SEC on March 8, 2013; Amendment No. 4 to Schedule 13D filed with the SEC on November 1, 2013; Amendment No. 5 to Schedule 13D filed with the SEC on December 30, 2013; and Amendment No. 6 to Schedule 13D filed with the SEC on June 18, 2014 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 7 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 supplemented as follows:

On October 18, 2015, New Acquisitions Corporation (the “Purchaser”), Enghouse Systems Limited (“Parent”) and CTI Group (Holdings) Inc. (the “Issuer”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Purchaser has agreed to commence a cash tender offer (the “Offer”) to purchase all outstanding shares (“Shares”) of the Issuer’s Class A common stock, par value $0.01 per share (“Common Stock”), at a price of $0.61 per Share, net to the seller in cash without interest and less any required withholding taxes (the “Offer Price”). Subject to the terms and conditions of the Merger Agreement, following the consummation of the Offer (and, if required by applicable law, subject to the approval of Issuer’s stockholders): (i) Purchaser will be merged with and into the Issuer, and Issuer will continue as the surviving corporation and a wholly owned direct or indirect subsidiary of Parent (the “Merger”); and (ii) each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than Shares then owned by Parent, Purchaser and the Issuer, will be converted into the right to receive an amount per Share, in cash, equal to the Offer Price. The purpose of the Offer and the Merger is to enable Parent to acquire control of the Issuer by acquiring all of the outstanding Shares.

Tender and Support Agreement

In connection with the Merger Agreement, on October 18, 2015, Mr. Osseiran, Parent and Purchaser entered into a tender and support agreement (the “Tender and Support Agreement”), pursuant to which Mr. Osseiran has agreed, among other things, to validly tender the Shares beneficially owned by Mr. Osseiran in the Offer, including any additional Shares that he may acquire after the date of the Tender and Support Agreement (collectively, the “Support Shares”).

Mr. Osseiran has agreed that, unless the Tender and Support Agreement is terminated as described below, (i) he will validly tender or cause to be validly tendered the Support Shares to Purchaser pursuant to the Offer as promptly as practicable, and in any event no later than the tenth business day following the commencement of the Offer (or in the case of any Support Shares directly or indirectly acquired subsequent to such tenth business day, no later than two business days after such acquisition), and (ii) he will not withdraw any of the Support Shares tendered in the Offer.

Mr. Osseiran has also agreed that, unless the Tender and Support Agreement is terminated as described below, Mr. Osseiran will not, prior to such termination: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing, any or all of the Support Shares or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any such transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Support Shares; (iv) deposit any of the Support Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Support Shares; or (v) take any other action, other than in Mr. Osseiran’s capacity as a director of the Issuer, that would in any way restrict, limit or interfere with the performance of Mr. Osseiran’s obligations under the Tender and Support Agreement or the transactions contemplated thereby. Notwithstanding the foregoing, Mr. Osseiran may make (i) transfers of Support Shares by will or by operation of law or other transfers to immediate family members, trusts for the benefit of Mr. Osseiran, any immediate family member of Mr. Osseiran, charity or other transfers for estate

CUSIP No. 126431 10 5 Page 6 of 10

planning purposes, or upon the death of Mr. Osseiran, in which case any such transferee shall agree in writing to be bound by the Tender and Support Agreement prior to the consummation of any such transfer; (ii) with respect to any options or warrants to purchase Shares, transfers of Support Shares to the Issuer (A) in payment of the exercise price applicable to each such options or warrants or (B) in order to satisfy required withholding taxes applicable upon the exercise of such options or warrants, (iii) with respect to any restricted stock units issued by the Issuer, transfers of Support Shares to the issuer in order to satisfy required withholding taxes applicable upon the vesting of such restricted stock units, and (iv) other transfers of Support Shares as Parent may otherwise agree in writing in its sole discretion.

Unless the Tender and Support Agreement is terminated, Mr. Osseiran irrevocably granted to, and appointed, Parent and any designee of Parent, Mr. Osseiran’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Mr. Osseiran, to vote the Support Shares, or to grant a consent or approval in respect of the Support Shares, in connection with any meeting of the stockholders of the Issuer or any action by written consent in lieu of a meeting of stockholders of the Issuer (i) in favor of the Merger or any other transaction pursuant to which Parent or Purchaser proposes to acquire the Issuer, whether by tender offer, merger, or otherwise, in which stockholders of the Issuer would receive consideration per Share equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Issuer and a third party, or any other proposal of a third party to acquire the Issuer. Further, unless the Tender and Support Agreement is terminated, Mr. Osseiran agreed to vote the Support Shares as instructed by Parent in writing, if for any reason the proxy granted in the Tender and Support Agreement is not irrevocable.

Mr. Osseiran also agreed that he will not, and will cause his affiliates and representatives to not, directly or indirectly, (i) solicit, initiate or intentionally encourage (including by way of providing information) the submission or announcement of any inquiries, proposals or offers that constitute a Takeover Proposal (as defined in the Merger Agreement); (ii) participate or engage in any discussions or negotiations with any person or entity with respect to a Takeover Proposal; (iii) otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, discussions or negotiations; or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar contract relating to a Takeover Proposal or enter into any contract or agreement in principle requiring Mr. Osseiran to abandon, terminate or fail to consummate the transactions contemplated by the Tender and Support Agreement; provided, however, that Mr. Osseiran is not precluded from acting in his capacity as a director of the Issuer, or taking any action in such capacity (including at the direction of the Issuer’s board of directors), but only in either such case as and to the extent permitted by the Merger Agreement. Mr. Osseiran agreed to, and to cause his affiliates and representatives to, immediately cease participating in any solicitation, discussion or negotiation with any person or entity (other than Parent and Purchaser) with respect to any actual or potential merger, acquisition, sale, consolidation, reorganization or liquidation involving the Issuer and a third party, or any other proposal of a third party to acquire the Issuer. Mr. Osseiran also agreed to, as promptly as practicable, notify Parent in the event that Mr. Osseiran or any of his respective affiliates or representatives receives any Takeover Proposal within twenty-four hours after such receipt.

The Tender and Support Agreement terminates upon the earliest to occur of (i) termination of the Merger Agreement in accordance with its terms; (ii) the Effective Time; (iii) an Adverse Recommendation Change (as defined in the Merger Agreement) in accordance with the Merger Agreement; (iv) the date of any amendment to the Merger Agreement that changes any terms of the Offer or the Merger without the prior written consent of Mr. Osseiran that (A) reduces the Offer Price or the Merger consideration, or (B) changes the form of consideration payable in the Offer or the Merger; (v) the termination of the Offer or the Expiration Date (as defined in the Merger Agreement) shall have occurred, in each case, without acceptance for payment of the Support Shares pursuant to the Offer; and (vi) the mutual written consent of Parent and Mr. Osseiran.

Mr. Osseiran was not paid any additional consideration other than the consideration contemplated in the Merger Agreement in connection with the execution and delivery of the Tender and Support Agreement. The purpose of the Tender and Support Agreement is to increase the likelihood that the Offer and the Merger will be consummated.

CUSIP No. 126431 10 5 Page 7 of 10

The description of the Tender and Support Agreement included in this Item 4 is qualified in its entirety by reference to the full text of the Tender and Support Agreement, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirely as follows:

(a)-(b) The percentages used in the table below and elsewhere herein are based on (a) 29,880,261 shares of the Issuer’s Common Stock outstanding as of October 18, 2015, as provided by the Issuer to the Reporting Persons; plus (b) 1,040,170 shares of Common Stock, issuable upon the exercise of warrants held by Fairford Holdings Europe AB (formerly Fairford Holdings Scandinavia AB) (“Fairford Europe”); plus, in the case of Salah N. Osseiran, (c) 250,000 shares of the Issuer’s Common Stock issuable upon his exercise of options which are currently exercisable.

Reporting Person	Number of Shares of Common Stock with Sole Voting and Dispositive Power		Number of Shares of Common Stock with Shared Voting and Dispositive Power		Aggregate Number of Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned
Salah N. Osseiran		256,250		19,216,575		19,472,825		62.5	%
Salah N. Osseiran Trust		0		19,216,575		19,216,575		62.1	%
Fairford Holdings Limited		0		19,172,575		19,172,575		62.0	%

Mr. Osseiran has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition with respect to 256,250 shares of Common Stock, which includes (i) 6,250 shares held of record by Mr. Osseiran, and (ii) 250,000 shares of Common Stock issuable upon the exercise of stock options held by Mr. Osseiran. Mr. Osseiran has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to (i) 18,131,405 shares of Common Stock held of record by Fairford Holdings Limited (“FHL”), (ii) 1,040,170 shares of Common Stock issuable upon the exercise of certain warrants held by Fairford Europe, and (iii) 45,000 shares of Common Stock held of record by Salsel Corporation Limited (“Salsel”). The Salah N. Osseiran Trust, a revocable trust of which Mr. Osseiran is the grantor and sole beneficiary (the “Trust”), is the sole stockholder of FHL and Salsel and indirectly owns all of the stock of Fairford Europe. Mr. Osseiran is a director of FHL, a director of Fairford Europe, and a joint director of Salsel. Gestrust SA is the sole trustee (the “Trustee”) of the Trust. Mr. Osseiran, as the grantor and sole beneficiary of the Trust, controls the Trustee. As a result of the foregoing, Mr. Osseiran has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to 19,216,575 shares of Common Stock, including (i) 18,131,405 shares of Common Stock held of record by FHL, (ii) 45,000 shares held of record by Salsel, and (iii) 1,040,170 shares of Common Stock issuable upon the exercise of warrants held by Fairford Europe.

FHL has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition with respect to 19,172,575 shares of Common Stock, including (i) 18,131,405 shares of Common Stock held of record by FHL and (ii) 1,040,170 shares of Common Stock issuable upon the exercise of certain warrants held by Fairford Europe, which is wholly-owned by FHL.

(c) Except as set forth in Item 4 above, there have been no transactions by the Reporting Persons in shares of Common Stock during the last 60 days.

(d) Not applicable.

(e) Not applicable.

CUSIP No. 126431 10 5 Page 8 of 10

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 of this Amendment No. 7 is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

The following documents are filed as exhibits:

Exhibit Number	Description
1	Tender and Support Agreement, dated as of October 18, 2015, by and among Enghouse Systems Limited, New Acquisitions Corporation, and certain stockholders of CTI Group (Holdings) Inc. (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 19, 2015).
2*	Joint Filing Agreement

* Filed herewith

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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 19, 2015	/s/ Salah N. Osseiran
	Name: Salah N. Osseiran
	SALAH N. OSSEIRAN TRUST
	By:	GESTRUST SA, as Trustee
Date: October 19, 2015	By:	/s/ Diana Brush
	Name:	Diana Brush
	Title:	Senior Trust Manager
	FAIRFORD HOLDINGS LIMITED
Date: October 19, 2015	By:	/s/ Bengt Dahl
	Name:	Bengt Dahl
	Title:	Director

EX-99.2

EXHIBIT 2

Joint Filing Agreement

Amendment No. 7 to Schedule 13D (the “Statement”) is filed on behalf of each of the following reporting parties: Salah N. Osseiran, Salah N. Osseiran Trust, and Fairford Holdings Limited (individually, a “Reporting Party” and collectively, “Reporting Parties”). Each Reporting Party hereby agrees and consents to the joint filing of the Statement on behalf of each Reporting Party pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. Each Reporting Party represents that he or it, as the case may be, is eligible to file the Statement. Each Reporting Party understands that he or it, as the case may be, is responsible for the timely filing of the Statement and any amendments thereto and for the completeness and accuracy of the information concerning such Reporting Party contained in the Statement; each Reporting Party understands that he or it, as the case may be, is not responsible for the completeness or accuracy of the information concerning the other Reporting Parties making this filing unless such Reporting Party knows or has reason to believe that such information is inaccurate. The Statement and this Joint Filing Agreement may be executed in more than one counterpart.

Date: October 19, 2015	By:	/s/ Salah N. Osseiran
	Name:	Salah N. Osseiran
	SALAH N. OSSEIRAN TRUST
	By:	GESTRUST SA, as Trustee
Date: October 19, 2015	By:	/s/ Diana Brush
	Name:	Diana Brush
	Title:	Senior Trust Manager
	FAIRFORD HOLDINGS LIMITED
Date: October 19, 2015	By:	/s/ Bengt Dahl
	Name:	Bengt Dahl
	Title:	Director