SEC Form 4 · accession 0001517650-16-000276
Interactive Intelligence Group, Inc. · ININ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald E Brown
Officer — Chairman, President and CEO · Director · 10% Owner
Period of report
Dec 1, 2016
Accepted (ET)
Dec 2, 2016 · 10:09 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517650
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 1, 2016 | D | 3,327,269 | $60.50 | D | 0 | D | |
| Common StockF1 | Dec 1, 2016 | D | 500,000 | $60.50 | D | 0 | I | By Grantor Retained Annuity Trusts |
| Common StockF1 | Dec 1, 2016 | D | 180 | $60.50 | D | 0 | I | by 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to Buy)F2 | $32.33 | Dec 1, 2016 | D | 50,000 | D | Jan 21, 2015 | Jan 21, 2017 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to Buy)F2 | $24.50 | Dec 1, 2016 | D | 60,000 | D | Jan 9, 2016 | Jan 9, 2018 | Common Stock | 60,000 | 0 | D |
| Stock Option (right to Buy)F3 | $39.97 | Dec 1, 2016 | D | 30,000 | D | — | Jan 11, 2019 | Common Stock | 30,000 | 0 | D |
| Stock Option (right to Buy)F4 | $66.39 | Dec 1, 2016 | D | 30,000 | D | — | Jan 13, 2020 | Common Stock | 30,000 | 0 | D |
| Stock Option (right to Buy)F5 | $27.73 | Dec 1, 2016 | D | 100,000 | D | — | Feb 4, 2022 | Common Stock | 100,000 | 0 | D |
| Stock Option (right to Buy)F6 | $34.57 | Dec 1, 2016 | D | 9,340 | D | — | May 18, 2022 | Common Stock | 9,340 | 0 | D |
| Restricted Stock UnitsF8,F7 | — | Dec 1, 2016 | D | 2,500 | D | — | — | Common Stock | 2,500 | 0 | D |
| Restricted Stock UnitsF9,F7 | — | Dec 1, 2016 | D | 4,000 | D | — | — | Common Stock | 4,000 | 0 | D |
| Restricted Stock UnitsF10,F7 | — | Dec 1, 2016 | D | 12,375 | D | — | — | Common Stock | 12,375 | 0 | D |
| Restricted Stock UnitsF10,F7 | — | Dec 1, 2016 | D | 12,374 | D | — | — | Common Stock | 12,374 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F10Pursuant 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.
- F2Pursuant 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.
- F3Pursuant 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.
- F4Pursuant 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.
- F5Pursuant 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.
- F6Pursuant 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.
- F7Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock upon vesting of the unit.
- F8Pursuant 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.
- F9Pursuant 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.