SEC Form 4 · accession 0001127602-19-004669
ASSOCIATED BANC-CORP · ASB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip B Flynn
Officer — President & CEO · Director
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 8:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000007789
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $0.01 Par ValueF1 | Feb 5, 2019 | D | 17,980 | — | D | 96,704 | D | |
| Common Stock $0.01 Par Value | Feb 5, 2019 | A | 37,729 | $0.00 | A | 134,433 | D | |
| Common Stock $0.01 Par Value | holding | — | — | — | 513,645 | I | by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F3 | $22.01 | Feb 5, 2019 | A | 169,857 | A | — | Feb 5, 2029 | Common Stock $0.01 Par Value | 169,857 | 169,857 | D |
| Phantom Stock UnitF1,F4,F5,F6 | — | Feb 5, 2019 | A | 106,802 | A | — | — | Common Stock $0.01 Par Value | 106,802 | 106,802 | D |
Explanation of responses
- F1"Stock units" awarded under Deferred Compensation Plan. Upon the vesting of restricted stock units granted to the Insider on 2/1/2016, the person deferred the receipt of 106,802 shares of common stock and received instead 106,802 shares of phantom stock units under the Deferred Compensation Plan. The portion of the restricted stock units that were time-based reported as common stock on Table I on the date of grant. As a result, the Insider is reporting the disposition of such previously reported shares of common stock in exchange for an equal number of shares of phantom stock units.
- F2Includes 37,729 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020.
- F3Option vests in four equal annual installments beginning on February 8, 2020.
- F4Each share of phantom stock represents a right to receive one share of common stock, or at Associated Banc-Corp's election, the cash value thereof.
- F5Stock units are 100% vested at the time of the acquisition.
- F6Phantom stock units will remain in the Insider's Stock Plan Services plan until separation and be distributed pursuant to the Insider's distribution election on file.