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

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1. Name and Address of Reporting Person^*

Ahern Patrick Edward

(Last)

(First)

(Middle)

C/O ASSOCIATED BANC CORP

433 MAIN STREET

(Street)

GREEN BAY

54301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2019

3. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASB ]

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

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

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 $0.01 Par Value	2,916.66	I	Employer 401(k) plan
Common Stock $0.01 Par Value	14,872	D

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)
Non-qualified Stock Option (Right to Buy)	⁽¹⁾	12/14/2020	Common Stock $0.01 Par Value	3,000	$15.05	D
Non-qualified Stock Option (Right to Buy)	⁽¹⁾	01/25/2021	Common Stock $0.01 Par Value	4,000	$14.26	D
Non-qualified Stock Option (Right to Buy)	⁽²⁾	02/26/2026	Common Stock $0.01 Par Value	17,823	$17.5	D
Non-qualified Stock Option (Right to Buy)	⁽³⁾	03/17/2024	Common Stock $0.01 Par Value	18,465	$17.67	D
Non-qualified Stock Option (Right to Buy)	⁽⁴⁾	03/03/2025	Common Stock $0.01 Par Value	18,889	$18.59	D
Non-qualified Stock Option (Right to Buy)	⁽⁵⁾	02/08/2029	Common Stock $0.01 Par Value	17,133	$23.45	D
Non-qualified Stock Option (Right to Buy)	⁽⁶⁾	03/01/2028	Common Stock $0.01 Par Value	13,356	$24.7	D
Non-qualified Stock Option (Right to Buy)	⁽⁷⁾	02/27/2027	Common Stock $0.01 Par Value	11,193	$26	D

Explanation of Responses:

1. Options vested in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.

2. Option vests in four equal annual installments beginning on 2/8/2017.

3. Option vests in four equal annual installments beginning on 3/17/2015.

4. Option vests in four equal annual installments beginning on 2/8/2016.

5. Option vests in four equal annual installments beginning on 2/8/2020.

6. Option vests in four equal annual installments beginning on 2/8/2019.

7. Option vests in four equal annual installments beginning on 2/8/2018.

	/s/Lynn M. Floeter, attorney-in-fact for Patrick Edward Ahern	11/06/2019
	** 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.