SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWN DONALD E

(Last)

(First)

(Middle)

7601 INTERACTIVE WAY

(Street)

INDIANAPOLIS

46278

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Interactive Intelligence Group, Inc. [ ININ ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2016		D		3,327,269	D	$60.5⁽¹⁾	0	D
Common Stock	12/01/2016		D		500,000	D	$60.5⁽¹⁾	0	I	By Grantor Retained Annuity Trusts
Common Stock	12/01/2016		D		179.56	D	$60.5⁽¹⁾	0	I	by 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to Buy)	$32.33	12/01/2016		D			50,000	01/21/2015⁽²⁾	01/21/2017	Common Stock	50,000	$28.17⁽²⁾	0	D
Stock Option (right to Buy)	$24.5	12/01/2016		D			60,000	01/09/2016⁽²⁾	01/09/2018	Common Stock	60,000	$36⁽²⁾	0	D
Stock Option (right to Buy)	$39.97	12/01/2016		D			30,000	⁽³⁾	01/11/2019	Common Stock	30,000	$20.53⁽³⁾	0	D
Stock Option (right to Buy)	$66.39	12/01/2016		D			30,000	⁽⁴⁾	01/13/2020	Common Stock	30,000	$0⁽⁴⁾	0	D
Stock Option (right to Buy)	$27.73	12/01/2016		D			100,000	⁽⁵⁾	02/04/2022	Common Stock	100,000	$32.77⁽⁵⁾	0	D
Stock Option (right to Buy)	$34.57	12/01/2016		D			9,340	⁽⁶⁾	05/18/2022	Common Stock	9,340	$25.93⁽⁶⁾	0	D
Restricted Stock Units	⁽⁷⁾	12/01/2016		D			2,500	⁽⁸⁾	⁽⁸⁾	Common Stock	2,500	$60.5⁽⁸⁾	0	D
Restricted Stock Units	⁽⁷⁾	12/01/2016		D			4,000	⁽⁹⁾	⁽⁹⁾	Common Stock	4,000	$60.5⁽⁹⁾	0	D
Restricted Stock Units	⁽⁷⁾	12/01/2016		D			12,375	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,375	$60.5⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁷⁾	12/01/2016		D			12,374	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,374	$60.5⁽¹⁰⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 30, 2016 (the "Merger Agreement"), by and among Interactive Intelligence Group, Inc., Genesys Telecommunications Laboratories, Inc., Giant Merger Sub Inc. and, solely for the purposes of Section 5.16 of the Merger Agreement, Greeneden Lux 3 S.A.R.L., Greeneden U.S. Holdings I, LLC and Greeneden U.S. Holdings II, LLC, these shares were cancelled and converted into the right to receive a cash payment of $60.50 per share.

2. Pursuant to the Merger Agreement, this option, which was fully vested, was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) the excess of $60.50 over the exercise price per share of the common stock previously subject to this option (the "Exercise Price") and (b) the number of shares of common stock previously subject to this option.

3. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on 1/11/2014, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) the excess of $60.50 over the Exercise Price and (b) the number of shares of common stock previously subject to this option.

4. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on 1/13/2015, was cancelled for no consideration because the Exercise Price was in excess of $60.50.

5. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on 2/4/2017, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) the excess of $60.50 over the Exercise Price and (b) the number of shares of common stock previously subject to this option.

6. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on 5/18/2017, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) the excess of $60.50 over the Exercise Price and (b) the number of shares of common stock previously subject to this option.

7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock upon vesting of the unit.

8. Pursuant to the Merger Agreement, this RSU, which was to vest on 1/11/2017, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) $60.50 and (b) the number of shares of common stock previously subject to this RSU.

9. Pursuant to the Merger Agreement, this RSU, which was to vest in two equal annual installments beginning on 1/13/2017, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) $60.50 and (b) the number of shares of common stock previously subject to this RSU.

10. Pursuant to the Merger Agreement, this RSU, which was to vest in three equal annual installments beginning on 2/13/2017, fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and was cancelled for and converted into the right to receive an amount in cash equal to the product of (a) $60.50 and (b) the number of shares of common stock previously subject to this RSU.

Remarks:

	/s/ Ashley A. Vukovits, Attorney-in-fact	12/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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