SEC Form 4 · accession 0001127602-19-004673

ASSOCIATED BANC-CORP · ASB

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

Reporting owner

Officer — Executive Vice President

Period of report

Feb 5, 2019

Accepted (ET)

Feb 7, 2019 · 8:52 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 Value^F1	Feb 5, 2019	D	1,834	—	D	40,550	D
Common Stock $0.01 Par Value	Feb 5, 2019	A	20,435	$0.00	A	60,985	D
Common Stock $0.01 Par Value	Feb 5, 2019	F	3,566	$22.01	D	57,419	D
Common Stock $0.01 Par Value	holding	—	—		—	10,687	I	401(k) Plan

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)^F4	$22.01	Feb 5, 2019	A	33,777	A	—	Feb 5, 2029	Common Stock $0.01 Par Value	33,777	33,777	D
Phantom Stock Unit^F5,F6,F7	—	Feb 5, 2019	A	12,727	A	—	—	Common Stock $0.01 Par Value	12,727	12,727	D

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 21,787 shares of common stock and received instead 21,787 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 10,894 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2016 and 9,541 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020.
F3Shares were surrendered to satisfy tax withholding obligations resulting from the vesting of awards.
F4Option vests in four equal annual installments beginning on February 8, 2020.
F5Each 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.
F6Stock units are 100% vested at the time of the acquisition.
F7Phantom 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.