SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Habegger Nathan

(Last)

(First)

(Middle)

333 N. ALABAMA STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2015

3. Issuer Name and Ticker or Trading Symbol
CTI GROUP HOLDINGS INC [ CTIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽¹⁾	07/13/2015	Class A Common Stock	12,500	$0.34	D
Employee Stock Options (right to buy)	⁽¹⁾	02/16/2017	Class A Common Stock	100,000	$0.34	D
Employee Stock Options (right to buy)	⁽¹⁾	07/10/2019	Class A Common Stock	100,000	$0.08	D
Employee Stock Options (right to buy)	⁽²⁾	06/29/2022	Class A Common Stock	20,000	$0.225	D
Restricted Stock Unit	⁽³⁾	04/01/2024	See footnote⁽⁴⁾	37,075	⁽⁴⁾	D

Explanation of Responses:

1. All of these options are vested and exercisable.

2. The options are exercisable in three equal annual installments beginning June 29, 2012. 6,667 of the shares remain unvested.

3. The restricted stock units vest in three equal annual installments beginning April 1, 2015.

4. Each restricted stock unit represents a contingent right to receive, at the Company's option, one share of the Company's Class A Common Stock, cash or a combination of such shares of Class A Common Stock and such cash payment.

Remarks:

	/s/ Nathan Habegger	03/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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