Statement of Changes in Beneficial Ownership (4)
December 02 2016 - 10:11AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Blough Gary R
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2. Issuer Name
and
Ticker or Trading Symbol
Interactive Intelligence Group, Inc.
[
ININ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief International Officer
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(Last)
(First)
(Middle)
7601 INTERACTIVE WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2016
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(Street)
INDIANAPOLIS, IN 46278
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/1/2016
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D
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241285
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D
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$60.50
(1)
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0
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D
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Common Stock
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12/1/2016
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D
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179.56
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D
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$60.50
(1)
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0
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I
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by 401(k) plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to Buy)
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$32.33
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12/1/2016
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D
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35000
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1/21/2015
(2)
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1/21/2017
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Common Stock
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35000.0
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$28.17
(2)
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0
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D
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Stock Option (right to Buy)
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$24.5
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12/1/2016
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D
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30000
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1/9/2016
(2)
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1/9/2018
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Common Stock
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30000.0
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$36
(2)
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0
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D
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Stock Option (right to Buy)
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$39.97
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12/1/2016
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D
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15000
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(3)
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1/11/2019
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Common Stock
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15000.0
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$20.53
(3)
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0
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D
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Stock Option (right to Buy)
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$66.39
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12/1/2016
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D
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15000
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(4)
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1/13/2020
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Common Stock
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15000.0
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$0
(4)
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0
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D
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Stock Option (right to Buy)
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$27.73
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12/1/2016
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D
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50355
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(5)
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2/4/2022
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Common Stock
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50355.0
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$32.77
(5)
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0
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D
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Restricted Stock Units
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(6)
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12/1/2016
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D
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1250
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(7)
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(7)
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Common Stock
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1250.0
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$60.50
(7)
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0
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D
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Restricted Stock Units
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(6)
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12/1/2016
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D
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2000
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(8)
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(8)
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Common Stock
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2000.0
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$60.50
(8)
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0
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D
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Restricted Stock Units
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(6)
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12/1/2016
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D
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5250
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(9)
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(9)
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Common Stock
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5250.0
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$60.50
(9)
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0
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D
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Restricted Stock Units
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(6)
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12/1/2016
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D
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5250
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(9)
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(9)
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Common Stock
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5250.0
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$60.50
(9)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant 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.
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(
2)
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Pursuant 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.
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(
3)
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Pursuant 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.
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(
4)
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Pursuant 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.
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(
5)
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This 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.
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(
6)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock upon vesting of the unit.
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(
7)
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Pursuant 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.
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(
8)
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Pursuant 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.
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(
9)
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This 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Blough Gary R
7601 INTERACTIVE WAY
INDIANAPOLIS, IN 46278
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Chief International Officer
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Signatures
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/s/ Ashley Vukovits, Attorney-in-fact
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12/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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