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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock $0.01 Par Value | 02/01/2018 | A | 676,314 | A | (1) | 676,314 | D | |||
Common Stock $0.01 Par Value | 02/01/2018 | A | 59,728 | A | (1) | 59,728 | I | By Spouse | ||
Common Stock $0.01 Par Value | 02/01/2018 | A | 17,503 | A | (1) | 17,503 | I | By Trust(2) | ||
Common Stock $0.01 Par Value | 02/01/2018 | A | 39,743 | A | (1) | 39,743 | I | By Trust(2) | ||
Common Stock $0.01 Par Value | 02/01/2018 | A | 31,311 | A | (1) | 31,311 | I | By Trust(2) | ||
Common Stock $0.01 Par Value | 02/01/2018 | A | 60,332 | A | (1) | 60,332 | I | By Trust(2) | ||
401(k) Plan | 02/01/2018 | A | 67,449 | A | (1) | 67,449 | I | By 401(k) Plan(3) | ||
Common Stock $0.01 Par Value | 02/01/2018 | A(4) | 4,669 | A | $25.7 | 680,983 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (Right to Buy) | $16.99 | 02/01/2018 | A | 844 | (5) | 01/21/2024 | Common Stock $0.01 Par Value | 844 | (5) | 844 | D |
Explanation of Responses: |
1. On February 1, 2018, pursuant to the Agreement and Plan of Merger, dated as of July 20, 2017 (the "Merger Agreement"), by and between Associated Banc-Corp ("Associated") and Bank Mutual Corporation ("Bank Mutual"), Bank Mutual was merged with and into Associated, with Associated continuing as the surviving entity (the "Merger"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01, of Bank Mutual ("Bank Mutual Common Stock") was converted into the right to receive 0.422 shares of common stock, par value $0.01 per share, of Associated ("Associated Common Stock"), with cash paid in lieu of fractional shares. |
2. As trustee of a trust. |
3. Represents shares of Associated Common Stock held in Bank Mutual Corporation 401(k) Plan received by the Insider in the Merger in exchange for shares of Bank Mutual Common Stock formerly held in the plan, based on most recent plan report. |
4. Restricted Stock Units will become fully vested on the fourth anniversary of the grant. They are payable solely in shares of Associated Common Stock following the date the Insider ceases serving as a director. |
5. Represents a fully-vested option to acquire shares of Associated Common Stock received by the Insider in the Merger in exchange for a fully-vested option to purchase 2,000 shares of Bank Mutual Common Stock at an exercise price of $7.17 per share. |
/s/ Tracy A. Devine, attorney-in-fact for Michael T. Crowley, Jr. | 02/05/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |