Interactive Intelligence 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)
01/11/2016

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	01/11/2016		M		2,500	A	$0	3,255,167	D
Common Stock	01/11/2016		F		899	D	$27.3	3,254,268	D
Common Stock	01/13/2016		M		2,000	A	$0	3,256,268	D
Common Stock	01/13/2016		F		719	D	$23.48	3,255,549	D
Common Stock								500,000	I	By Grantor Retained Annuity Trusts
Common Stock								179.56(1)	I	by 401(k) plan

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	(2)	01/11/2016		M			2,500	(3)	(3)	Common Stock	2,500	$0	2,500	D
Restricted Stock Units	(2)	01/13/2016		M			2,000	(4)	(4)	Common Stock	2,000	$0	4,000	D

Explanation of Responses:

1. 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 December 9, 2015.

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

3. The earned RSUs vest as follows: 2,500 vested on each of 1/11/2014, 1/11/2015 and 1/11/2016; the remaining 2,500 are scheduled to vest on 1/11/2017.

4. The earned RSUs vest as follows: 2,000 shares vested on each of 1/13/2015 and 1/13/2016; the remaining 4,000 are scheduled to vest vest equally on 1/13/2017 and 1/13/2018.

Remarks:

	/s/ Ashley A. Vukovits, Attorney-in-fact	01/13/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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