Sec Form 4 Filing - BROWN DONALD E @ Interactive Intelligence Group, Inc. - 2016-06-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BROWN DONALD E
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
(Last) (First) (Middle)
7601 INTERACTIVE WAY
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2016
(Street)
INDIANAPOLIS, IN46278
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/24/2016 A( 1 ) 66,000 A $ 61.65 ( 2 ) 3,327,269 D
Common Stock 179.56 ( 3 ) I by 401(k) plan
Common Stock 500,000 I By Grantor Retained Annuity Trusts
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN DONALD E
7601 INTERACTIVE WAY
INDIANAPOLIS, IN46278
X X Chairman, President and CEO
Signatures
/s/ Ashley A. Vukovits, Attorney-in-fact 06/28/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Stock Purchase Agreement, dated as of May 14, 2014 (the "Stock Purchase Agreement"), among Interactive Intelligence Group, Inc. (the "Company"), Dr. Donald E. Brown, Jeffrey Swartz and certain other sellers, the Company acquired all of the capital stock of OrgSpan, Inc. The Stock Purchase Agreement provided that, in exchange for his shares of OrgSpan stock, Dr. Brown has the right to receive an aggregate of 98,999 restricted shares of the Company's common stock, which shares vest and will be issued by the Company upon the achievement of certain performance-based conditionstied to the launch and sales of the Company's PureCloud platform. On June 30, 2015, Dr. Brown received 32,999 of those shares upon the launch of the Company's PureCloud Platform, and on June 24, 2016, Dr. Brown became entitled to receive the remaining 66,000 of those shares of the Company's common stock upon achieving certain levels of sales of the Company's PureCloud Platform.
( 2 )The aggregate number of restricted shares to be received by Dr. Brown was determined on the basis of the average of the closing prices of the Company's common stock for the 20 trading day period ended May 12, 2014, which was $61.65 per share.
( 3 )The number of shares reported as indirectly held by the reporting person in the Interactive Intelligence Group, Inc. 401(k) plan is based on a plan statement dated as of June 28, 2016.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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