SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Caro Jodi J

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2012

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - Genl Counsel & Asst Secy

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,102.5071	D
Common Stock	1,399.1188	I	By Employee Stock Ownership Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to buy)	02/11/2011⁽¹⁾	02/11/2020	Common Stock	5,936	$41.58	D
Employee Stock Option (Right to buy)	02/12/2010⁽¹⁾	02/12/2019	Common Stock	4,775	$42.12	D
Employee Stock Option (Right to buy)	02/14/2009⁽¹⁾	02/14/2018	Common Stock	5,570	$48.36	D
Employee Stock Option (Right to buy)	02/10/2012⁽¹⁾	02/10/2021	Common Stock	3,381	$49.4	D
Employee Stock Option (Right to buy)	02/09/2013⁽¹⁾	02/09/2022	Common Stock	5,839	$53.24	D
Performance Rights	01/01/2013⁽²⁾	06/30/2013	Common Stock	1,612	$0.00⁽²⁾	D
Performance Rights	01/01/2014⁽²⁾	06/30/2014	Common Stock	1,188	$0.00⁽²⁾	D
Performance Rights	01/01/2015⁽²⁾	06/30/2015	Common Stock	1,969	$0.00⁽²⁾	D
Restricted Stock Units 2009	02/12/2010	02/12/2013	Common Stock	114.4658	⁽³⁾	D
Restricted Stock Units 2010	02/11/2011	02/11/2014	Common Stock	287.4797	⁽³⁾	D
Restricted Stock Units 2011	02/10/2012	02/10/2015	Common Stock	352.3977	⁽³⁾	D
Restricted Stock Units 2012	02/09/2013	02/09/2016	Common Stock	680.6269	⁽³⁾	D

Explanation of Responses:

1. The option vests in four equal annual installments beginning on the exercisable date.

2. Performance stock rights represent the right to receive shares of common stock of the Company, in the event certain performance goals are satisfied. These goals are based on Company performance against an established industry benchmark, over a three year performance period. The final award of shares issued can be between 0% and 200% of the target award.

3. Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.

Remarks:

	Dane E. Allen, as Power of Attorney for Ms. Caro	05/11/2012
	** 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 5 (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.