SEC Form 4 · accession 0001209191-18-007004

BANK MUTUAL CORP · BKMU

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

Reporting owner

Michael T Crowley Jr.

Director

Period of report

Feb 1, 2018

Accepted (ET)

Feb 2, 2018 · 5:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001123270

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Feb 1, 2018	D	1,602,643	—	D	D
Common Stock^F1	Feb 1, 2018	D	141,539	—	D	I	By spouse
Common Stock^F1,F2	Feb 1, 2018	D	41,477	—	D	I	By Trust
Common Stock^F1,F2	Feb 1, 2018	D	94,180	—	D	I	By Trust
Common Stock^F1,F2,F3	Feb 1, 2018	D	74,197	—	D	I	By Trust
Common Stock^F1,F2,F3	Feb 1, 2018	D	142,967	—	D	I	By Trust
Common Stock^F1,F4	Feb 1, 2018	D	159,832	—	D	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options to buy^F6,F5	$7.17	Feb 1, 2018	D	2,000	D	—	Jan 21, 2024	Common Stock	2,000	0	D

Explanation of responses

F1On February 1, 2018, Bank Mutual Corporation ("BKMU") completed the previously announced merger (the "Merger") of BKMU with and into Associated Banc-Corp ("Associated"), pursuant to the Agreement and Plan of Merger, dated as of July 20, 2017, by and between BKMU and Associated (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of BKMU common stock issued and outstanding immediately prior to the effective time of the Merger (including any restricted shares) was converted into 0.422 shares of Associated common stock with cash paid in lieu of any fractional shares. On January 31, 2018, the closing price of Associated common stock on the New York Stock Exchange was $24.75 per share.
F2As trustee of a trust.
F3Includes shares distributed from another trust of which Mr. Crowley Jr. was trustee (executor-equivalent), upon distribution of the assets of that trust to its beneficiaries, to these continuing trusts. Such shares were previously reported as beneficially owned by Mr. Crowley, Jr.
F4Held in the Bank Mutual Corporation 401(k) Plan; reflects transactions exempt from reporting and based on most recent plan report.
F5Stock options granted under the 2004 Stock Incentive Plan. The options are fully vested.
F6In accordance with the terms of the Merger Agreement, at the effective time of the Merger outstanding options to purchase shares of BKMU common stock were converted into options to acquire Associated common stock, with the numbers of shares and the exercise prices adjusted to reflect the exchange ratio, as provided in the Merger Agreement; each option fully vested in accordance with its terms upon the Merger.