Brown Donald E Form 4 Interactive Intelligence / DONALD E BROWN ownership change

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^*

BROWN DONALD E

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

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	02/13/2016		M		4,125	A	$0	3,259,674	D
Common Stock	02/13/2016		F		1,265(1)	D	$26.54	3,258,409	D
Common Stock	02/13/2016		M		4,126	A	$0	3,262,535	D
Common Stock	02/13/2016		F		1,266(1)	D	$26.54	3,261,269	D
Common Stock								179.56(2)	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 (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
Restricted Stock Units	(3)	01/27/2016		A		16,500(4)		(5)	(5)	Common Stock	16,500	$0	16,500	D
Restricted Stock Units	(3)	02/13/2016		M			4,125	(6)	(6)	Common Stock	4,125	$0	12,375	D
Restricted Stock Units	(3)	02/13/2016		M			4,126	(5)	(5)	Common Stock	4,126	$0	12,374	D

Explanation of Responses:

1. Represents shares withheld by Interactive Intelligence Group, Inc. to satisfy tax withholding obligations on the vesting of restricted stock units.

2. 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 February 17, 2016.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Interactive Intelligence Group, Inc. common stock.

4. On February 13, 2015, the reporting person was granted performance-based RSUs, with the number of RSUs to be determined based on the extent to which certain performance conditions were met for 2015. As determined on January 27, 2016, the reporting person earned 16,500 RSUs based on the Company's 2015 performance. These earned RSUs are subject to additional time-based vesting, as described in footnote 5 below.

5. The earned performance-based RSUs are subject to additional time-based vesting as follows: 4,126 shares vested on 2/13/16 and the remaining 12,374 RSUs are scheduled to vest equally on 2/13/17, 2/13/18 and 2/13/19.

6. The earned time-based RSUs vest as follows: 4,125 vested on 2/13/16 and the remaining 12,375 RSUs are scheduled to vest equally on 2/13/17, 2/13/18 and 2/13/19.

Remarks:

	/s/ Ashley A. Vukovits, Attorney-in-fact	02/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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