SEC Form 4 · accession 0001209191-15-058325
INTEGRYS HOLDING, INC. · TEG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles A Schrock
Officer — Chairman and CEO · Director
Period of report
Jun 29, 2015
Accepted (ET)
Jul 1, 2015 · 8:51 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 StockF1,F2 | Jun 29, 2015 | D | 180 | $0.00 | D | 0 | D | |
| Common StockF2 | Jun 29, 2015 | D | 7,648 | $0.00 | D | 0 | I | By Employee Stock Ownership Plan |
| Common StockF2 | Jun 29, 2015 | D | 4,954 | $0.00 | D | 0 | I | Charles & Elizabeth Schrock Rev Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF4,F3 | — | Jun 29, 2015 | D | 105,998 | D | — | — | Common Stock | 105,998 | 0 | D |
| Restricted Stock Units 2012F6,F5 | — | Jun 29, 2015 | D | 2,551 | D | Feb 9, 2013 | Feb 9, 2016 | Common Stock | 2,551 | 0 | D |
| Restricted Stock Units 2013F6,F5 | — | Jun 29, 2015 | D | 4,830 | D | Feb 14, 2014 | Feb 14, 2017 | Common Stock | 4,830 | 0 | D |
| Restricted Stock Units 2014F6,F5 | — | Jun 29, 2015 | D | 6,891 | D | Feb 13, 2015 | Feb 13, 2018 | Common Stock | 6,891 | 0 | D |
| Restricted Stock Units 2015F6,F5 | — | Jun 29, 2015 | D | 32,755 | D | Feb 12, 2016 | Feb 12, 2019 | Common Stock | 32,755 | 0 | D |
| Performance RightsF7 | $0.00 | Jun 29, 2015 | D | 30,392 | D | Jan 1, 2016 | Mar 15, 2016 | Common Stock | 30,392 | 0 | D |
| Performance RightsF7 | $0.00 | Jun 29, 2015 | D | 29,552 | D | Jan 1, 2017 | Mar 15, 2017 | Common Stock | 29,552 | 0 | 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").
- F3Pursuant 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.
- F4Reflects the quarterly dividend paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan.
- F5Pursuant 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.
- F6Reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans.
- F7Pursuant 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.