SEC Form 4 · accession 0001209191-15-058292

INTEGRYS HOLDING, INC. · TEG

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

Reporting owner

Charles A Cloninger

Officer — Executive VP, Electric Segment

Period of report

Jun 29, 2015

Accepted (ET)

Jul 1, 2015 · 7:48 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000916863

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 29, 2015	D	659	$0.00	D	0	D
Common Stock^F3,F2	Jun 29, 2015	D	6,271	$0.00	D	0	I	By Employee Stock Ownership Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Phantom Stock Unit^F5,F4	—	Jun 29, 2015	D	4,166	D	—	—	Common Stock	4,166	D
Restricted Stock Units 2012^F7,F6	—	Jun 29, 2015	D	220	D	Feb 9, 2013	Feb 9, 2016	Common Stock	220	D
Restricted Stock Units 2013^F7,F6	—	Jun 29, 2015	D	444	D	Feb 14, 2014	Feb 14, 2017	Common Stock	444	D
Restricted Stock Units 2014^F7,F6	—	Jun 29, 2015	D	633	D	Feb 13, 2015	Feb 13, 2018	Common Stock	633	D
Restricted Stock Units 2015^F7,F6	—	Jun 29, 2015	D	3,347	D	Feb 12, 2016	Feb 12, 2019	Common Stock	3,347	D
Performance Rights^F8	$0.00	Jun 29, 2015	D	2,798	D	Jan 1, 2016	Mar 15, 2016	Common Stock	2,798	D
Performance Rights^F8	$0.00	Jun 29, 2015	D	2,721	D	Jan 1, 2017	Mar 15, 2017	Common Stock	2,721	D

Explanation of responses

F1Reflects dividend reinvestment shares which are acquired on a quarterly basis.
F2Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, the outstanding shares of Integrys common stock were automatically converted into the right to receive allocations of the merger consideration, consisting of 1.128 WEC Energy Group shares and $18.58 cash per share (referred to as the "merger consideration").
F3Reflects shares pertaining to the quarterly dividend and periodic earnings adjustments and share allocations under the Company's Employee Stock Ownership Plan.
F4Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, phantom stock units (whether or not vested) were canceled and automatically converted into the right to receive a cash payment equal to the value of the merger consideration, payable in accordance with the terms of the Company's Deferred Compensation Plan.
F5Reflects the quarterly dividend paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan.
F6Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, restricted stock units (whether or not vested) were canceled and automatically converted into the right to receive a cash payment equal to the value of the merger consideration.
F7Reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans.
F8Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, performance rights (whether or not vested) were canceled and automatically converted into the right to receive a cash payment equal to the value of the merger consideration, with the final award (a) for 2013 performance rights at 148% of the reported target award and (b) for 2014 performance rights at 200% of the reported target award.