SEC Form 4 · accession 0001517650-16-000279

Interactive Intelligence Group, Inc. · ININ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gary R Blough

Officer — Chief International Officer

Period of report

Dec 1, 2016

Accepted (ET)

Dec 2, 2016 · 10:10 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 Stock^F1	Dec 1, 2016	D	241,285	$60.50	D	0	D
Common Stock^F1	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	D/I
Stock Option (right to Buy)^F2	$32.33	Dec 1, 2016	D	35,000	D	Jan 21, 2015	Jan 21, 2017	Common Stock	35,000	D
Stock Option (right to Buy)^F2	$24.50	Dec 1, 2016	D	30,000	D	Jan 9, 2016	Jan 9, 2018	Common Stock	30,000	D
Stock Option (right to Buy)^F3	$39.97	Dec 1, 2016	D	15,000	D	—	Jan 11, 2019	Common Stock	15,000	D
Stock Option (right to Buy)^F4	$66.39	Dec 1, 2016	D	15,000	D	—	Jan 13, 2020	Common Stock	15,000	D
Stock Option (right to Buy)^F5	$27.73	Dec 1, 2016	D	50,355	D	—	Feb 4, 2022	Common Stock	50,355	D
Restricted Stock Units^F7,F6	—	Dec 1, 2016	D	1,250	D	—	—	Common Stock	1,250	D
Restricted Stock Units^F8,F6	—	Dec 1, 2016	D	2,000	D	—	—	Common Stock	2,000	D
Restricted Stock Units^F9,F6	—	Dec 1, 2016	D	5,250	D	—	—	Common Stock	5,250	D
Restricted Stock Units^F9,F6	—	Dec 1, 2016	D	5,250	D	—	—	Common Stock	5,250	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.
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.
F5This option was to vest in four equal annual installments beginning on 2/4/2017. 25,179 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 25,176 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.
F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock upon vesting of the unit.
F7Pursuant 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.
F8Pursuant 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.
F9This RSU was to vest in three equal annual installments beginning on 2/13/2017. 3,500 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 1,750 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.