SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEYERS LARRY L

(Last)

(First)

(Middle)

130 EAST RANDOLPH DRIVE

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRYS ENERGY GROUP, INC. [ TEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2010		M		10,394	A	$42.48	28,525.601	D
Common Stock	02/16/2010		F		3,555	D	$42.48	24,970.601⁽¹⁾	D
Common Stock	02/16/2010		M		6,749	A	$42.48	31,719.601	D
Common Stock	02/16/2010		F		2,325	D	$42.48	29,394.601⁽¹⁾	D
Common Stock								2,343.8193	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	$0⁽²⁾	02/16/2010		M			6,749	12/31/2009⁽²⁾	03/31/2010	Common Stock	6,749	$42.48	4,137	D
Performance Rights	$0⁽²⁾	02/16/2010		H⁽³⁾			4,137	12/31/2009⁽²⁾	03/31/2010	Common Stock	4,137	$0	0	D
Performance Rights	$0⁽⁴⁾	02/16/2010		M			10,394	01/01/2010⁽⁵⁾	06/30/2010	Common Stock	10,394	$42.48	5,596	D
Performance Rights	$0⁽⁴⁾	02/16/2010		H⁽³⁾			5,596	01/01/2010⁽⁵⁾	06/30/2010	Common Stock	5,596	$0	0	D
Employee Stock Option (Right to buy)	$37.96⁽⁶⁾							12/12/2003	12/12/2012	Common Stock	99,027		99,027	D
Employee Stock Option (Right to buy)	$41.58⁽⁷⁾							02/11/2011	02/11/2020	Common Stock	133,907		133,907	D
Employee Stock Option (Right to buy)	$42.12⁽⁸⁾							02/12/2010	02/12/2019	Common Stock	123,600		123,600	D
Employee Stock Option (Right to buy)	$44.73⁽⁹⁾							12/10/2004	12/10/2013	Common Stock	97,015		97,015	D
Employee Stock Option (Right to buy)	$48.11⁽¹⁰⁾							12/08/2005	12/08/2014	Common Stock	111,607		111,607	D
Employee Stock Option (Right to buy)	$48.36⁽¹¹⁾							02/14/2009	02/14/2018	Common Stock	219,337		219,337	D
Employee Stock Option (Right to buy)	$52.73⁽¹²⁾							12/07/2007	12/07/2016	Common Stock	123,913		123,913	D
Employee Stock Option (Right to buy)	$54.85⁽¹³⁾							12/07/2006	12/07/2015	Common Stock	121,705		121,705	D
Employee Stock Option (Right to buy)	$58.65⁽¹⁴⁾							05/17/2008	05/17/2017	Common Stock	63,016		63,016	D
Performance Rights	$0⁽⁴⁾							01/01/2011⁽⁵⁾	06/30/2011	Common Stock	40,253		40,253	D
Performance Rights	$0⁽⁴⁾							01/01/2012⁽⁵⁾	06/30/2012	Common Stock	29,293		29,293	D
Performance Rights	$0⁽⁴⁾							01/01/2013⁽⁵⁾	06/30/2013	Common Stock	36,366		36,366	D
Phantom Stock Unit	⁽¹⁵⁾							⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	65,434.6003		65,434.6003	D
Restricted Stock Units 2008	⁽¹⁸⁾							⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	8,231.853		8,231.853	D
Restricted Stock Units 2009	⁽¹⁸⁾							⁽²⁰⁾	⁽²⁰⁾	Common Stock	7,954.395		7,954.395	D
Restricted Stock Units 2010	⁽¹⁸⁾							⁽²¹⁾	⁽²¹⁾	Common Stock	11,516		11,516	D

Explanation of Responses:

1. Reflects the withholding of shares to satisfy tax payment for Performance Shares paid out under the Company's 2005 Omnibus Incentive Compensation Plan and the 2007 Omnibus Incentive Compensation Plan. Under the terms of the plans, the fair market value of any fractional share of Common Stock not used to satisfy the withholding obligation will be paid in cash at the time the Performance Shares are settled.

2. The final number of shares issued will be based on company performance against an established industry benchmark for the performance period April 1, 2007, to December 31, 2009.

3. Cancellation of long term incentive award with partial payout being made.

4. Performance rights vest and are issued three years after the performance rights are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.

5. Performance rights vest and are issued three years after the performance rights are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.

6. The option vests in four equal annual installments beginning on December 12, 2003.

7. The option vests in four equal annual installments beginning on February 11, 2011.

8. The option vests in four equal annual installments beginning on February 12, 2010.

9. The option vests in four equal annual installments beginning on December 10, 2004.

10. The option vests in four equal annual installments beginning on December 8, 2005.

11. The option vests in four equal annual installments beginning on February 14, 2009.

12. The option vests in four equal annual installments beginning on December 7, 2007.

13. The option vests in four equal annual installments beginning on December 7, 2006.

14. The option vests in four equal annual installments beginning on May 17, 2008.

15. These phantom stock units convert to common stock on a one-for-one basis.

16. Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service.

17. Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service.

18. Each restricted stock unit represent a contingent right to receive one share of TEG common stock.

19. The restricted stock units vest in four equal annual installments beginning on February 14, 2009.

20. The restricted stock units vest in four equal annual installments beginning on February 12, 2010.

21. The restricted stock units vest in four equal annual installments beginning on February 11, 2011.

	By: Dane E. Allen, as Power of Attorney For: Mr. Weyers	02/18/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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