UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CTI INDUSTRIES CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
125961 30 0
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(CUSIP Number)
Stephen M. Merrick, Executive Vice-President
22160 N. Pepper Road, Barrington, Illinois 60010 (847) 382-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 2006
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(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 which is the subject of this Section 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box .
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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 disclosure
provided in a prior cover page.
The information required in 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).
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CUSIP No. 713398105 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Howard W. Schwan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
176,676 Shares of Common Stock
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 176,676 Shares of Common Stock
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,676 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.5% of the issued and outstanding Common Stock
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 713398105 13D
*SEE INSTRUCTIONS
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CUSIP No. 713398105 13D
SCHEDULE 13D
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ITEM 1. Security and Issuer.
Common Stock
CTI Industries Corporation
22160 North Pepper Road
Barrington, Illinois 60010
ITEM 2. Identity and Background.
(a) Name:
Howard W. Schwan
(b) Business Address:
CTI Industries Corporation
22160 North Pepper Road
Barrington, Illinois 60010
(c) Occupation:
President of CTI Industries Corporation
CTI Industries Corporation
22160 North Pepper Road
Barrington, Illinois 60010
(d) Mr. Schwan, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Schwan, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: United States
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CUSIP No. 713398105 13D
ITEM 3. Source and Amount of Funds or Other Consideration
65,424 shares of Common Stock were transferred into Mr. Howard
Schwan's name from CTI Investors, LLC. Mr. Schwan is a Member
of CTI Investors, LLC.
ITEM 4. Purpose of Transaction
On June 7, 2006, in a private transaction, the Reporting
Person converted 65,424 shares of CTI Industries Corporation
Common Stock held by CTI Investors, LLC, of which Mr. Schwan
was a Member, into his own name. The transaction was a result
of the three members of CTI Investors, LLC deciding to divest
their shares of CTI Industries Corporation to themselves.
ITEM 5. Interest in Securities of the Issuer
(a) 176,676 shares of common stock, constituting
approximately 8.5% of the issued and outstanding
common stock.
(b) There is sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of
the 176,676 shares of common stock held by the
Reporting Person.
(c) On June 7, 2006, in a private transaction, the
Reporting Person converted 65,424 shares of CTI
Industries Corporation Common Stock held by CTI
Investors, LLC, of which Mr. Schwan was a Member,
into his own name. The transaction was a result of
the three members of CTI Investors, LLC deciding to
divest their shares of CTI Industries Corporation to
themselves.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of The Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
N/A
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CUSIP No. 713398105 13D
Signature
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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.
June 23, 2006
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Date
/s/ Howard W. Schwan
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Howard W. Schwan
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