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*
Weber Paul

(Last) (First) (Middle)
7601 INTERACTIVE WAY

(Street)
INDIANAPOLIS IN 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Business Officer
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)
Code V Amount (A) or (D) Price
Common Stock 12/01/2016 D 31,238 D $60.5(1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to Buy) $32.33 12/01/2016 D 25,000 01/21/2015(2) 01/21/2017 Common Stock 25,000 $28.17(2) 0 D
Stock Option (right to Buy) $24.5 12/01/2016 D 25,000 01/09/2016(2) 01/09/2018 Common Stock 25,000 $36(2) 0 D
Stock Option (right to Buy) $39.97 12/01/2016 D 12,500 (3) 01/11/2019 Common Stock 12,500 $20.53(3) 0 D
Stock Option (right to Buy) $66.39 12/01/2016 D 15,000 (4) 01/13/2020 Common Stock 15,000 $0(4) 0 D
Stock Option (right to Buy) $27.73 12/01/2016 D 47,208 (5) 02/04/2022 Common Stock 47,208 $32.77(5) 0 D
Restricted Stock Units (6) 12/01/2016 D 1,041 (7) (7) Common Stock 1,041 $60.5(7) 0 D
Restricted Stock Units (6) 12/01/2016 D 312 (8) (8) Common Stock 312 $60.5(8) 0 D
Restricted Stock Units (6) 12/01/2016 D 2,750 (9) (9) Common Stock 2,750 $60.5(9) 0 D
Restricted Stock Units (6) 12/01/2016 D 4,875 (10) (10) Common Stock 4,875 $60.5(10) 0 D
Restricted Stock Units (6) 12/01/2016 D 4,874 (11) (11) Common Stock 4,874 $60.5(11) 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. This option was to vest in four equal annual installments beginning on 2/4/2017. 23,604 shares of common stock subject to this option vested at the effective time of the Merger in accordance with the terms of the Merger Agreement, which vested option 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 the vested option. The remaining 23,604 shares of common stock subject to this option were cancelled and converted into an award to receive an amount in cash equal to the product of (i) the excess, if any, of $60.50 over the Exercise Price and (ii) the number of such remaining shares, which cash award continues to be subject to the same vesting terms and conditions that applied to this option immediately prior to the effective time of the Merger.
6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock upon vesting of the unit.
7. 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.
8. Pursuant to the Merger Agreement, this RSU, which was to vest on 5/13/2017, 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.
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. This RSU was to vest in three equal annual installments beginning on 2/13/2017. 3,250 shares of common stock subject to this RSU vested at the effective time of the Merger in accordance with the terms of the Merger Agreement, which vested RSU 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 the vested RSU. The remaining 1,625 shares of common stock subject to this RSU were cancelled and converted into an award to receive an amount in cash equal to the product of (i) $60.50 and (ii) the number of such remaining shares, which cash award continues to be subject to the same vesting terms and conditions that applied to this RSU immediately prior to the effective time of the Merger.
11. This RSU was to vest in three equal annual installments beginning on 2/13/2017. 3,250 shares of common stock subject to this RSU vested at the effective time of the Merger in accordance with the terms of the Merger Agreement, which vested RSU 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 the vested RSU. The remaining 1,624 shares of common stock subject to this RSU were cancelled and converted into an award to receive an amount in cash equal to the product of (i) $60.50 and (ii) the number of such remaining shares, which cash award continues to be subject to the same vesting terms and conditions that applied to this RSU immediately prior to the effective time of the Merger.
Remarks:
/s/ Ashley A. Vukovits, Attorney-in-fact 12/02/2016
** Signature of Reporting Person Date
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