Interactive Intelligence, Inc.
Interactive Intelligence Group, Inc. (Form: 4, Received: 12/02/2016 10:13:30)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fisher Thomas J
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 Services Officer
(Last)          (First)          (Middle)

7601 INTERACTIVE WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

INDIANAPOLIS 46278
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/1/2016     D    7977   D $60.50   (1) 0   D    
Common Stock   12/1/2016     D    136.62   D $60.50   (1) 0   I   by 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $30.92   12/1/2016     D         10000    4/20/2016   (2) 4/20/2018   Common Stock   10000.0   $29.58   (2) 0   D    
Stock Option (right to Buy)   $39.97   12/1/2016     D         5000      (3) 1/11/2019   Common Stock   5000.0   $20.53   (3) 0   D    
Stock Option (right to Buy)   $66.39   12/1/2016     D         15000      (4) 1/13/2020   Common Stock   15000.0   $0   (4) 0   D    
Stock Option (right to Buy)   $27.73   12/1/2016     D         43274      (5) 2/4/2022   Common Stock   43274.0   $32.77   (5) 0   D    
Restricted Stock Units     (6) 12/1/2016     D         416      (7)   (7) Common Stock   416.0   $60.50   (7) 0   D    
Restricted Stock Units     (6) 12/1/2016     D         2000      (8)   (8) Common Stock   2000.0   $60.50   (8) 0   D    
Restricted Stock Units     (6) 12/1/2016     D         4500      (9)   (9) Common Stock   4500.0   $60.50   (9) 0   D    
Restricted Stock Units     (6) 12/1/2016     D         4500      (9)   (9) Common Stock   4500.0   $60.50   (9) 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)  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 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.
( 9)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fisher Thomas J
7601 INTERACTIVE WAY
INDIANAPOLIS 46278


Chief Services Officer

Signatures
/s/ Ashley A. Vukovits, Attorney-in-fact 12/2/2016
** Signature of Reporting Person Date


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