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^*

MEINZ THOMAS P

(Last)

(First)

(Middle)

700 NORTH ADAMS STREET

P.O. BOX 19001

(Street)

GREEN BAY

54307-9001

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP&Chf Extrnl Affairs Off

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2010

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	02/12/2010		M		284	A	$41.16	1,076.171	D
Common Stock	02/12/2010		F		115	D	$41.16	961.171⁽¹⁾	D
Common Stock	02/12/2010		M		269	A	$41.16	1,230.171	D
Common Stock	02/12/2010		F		109	D	$41.16	1,121.171⁽¹⁾	D
Common Stock								8,764.3902	I	By ESOP
Common Stock								118	I	by Jt Trust
Common Stock								4,313.948	I	by SIP in JT Trust

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)
Restricted Stock Units 2008	⁽²⁾	02/12/2010		M			284	⁽³⁾	⁽³⁾	Common Stock	284	$41.16	567.803	D
Restricted Stock Units 2009	⁽²⁾	02/12/2010		M			269	⁽⁴⁾	⁽⁴⁾	Common Stock	269	$41.16	805.327	D
Employee Stock Option (Right to buy)	$34.09⁽⁵⁾							12/13/2002	12/13/2011	Common Stock	12,051		12,051	D
Employee Stock Option (Right to buy)	$34.75⁽⁶⁾							12/14/2001	12/14/2010	Common Stock	5,638		5,638	D
Employee Stock Option (Right to buy)	$37.96⁽⁷⁾							12/12/2003	12/12/2012	Common Stock	12,318		12,318	D
Employee Stock Option (Right to buy)	$41.58⁽⁸⁾							02/11/2011	02/11/2020	Common Stock	12,719		12,719	D
Employee Stock Option (Right to buy)	$42.12⁽⁹⁾							02/12/2010	02/12/2019	Common Stock	12,517		12,517	D
Employee Stock Option (Right to buy)	$44.73⁽¹⁰⁾							12/10/2004	12/10/2013	Common Stock	11,505		11,505	D
Employee Stock Option (Right to buy)	$48.11⁽¹¹⁾							12/08/2005	12/08/2014	Common Stock	13,326		13,326	D
Employee Stock Option (Right to buy)	$48.36⁽¹²⁾							02/14/2009	02/14/2018	Common Stock	15,145		15,145	D
Employee Stock Option (Right to buy)	$52.73⁽¹³⁾							12/07/2007	12/07/2016	Common Stock	12,339		12,339	D
Employee Stock Option (Right to buy)	$54.85⁽¹⁴⁾							12/07/2006	12/07/2015	Common Stock	12,183		12,183	D
Employee Stock Option (Right to buy)	$58.65⁽¹⁵⁾							05/17/2008	05/17/2017	Common Stock	1,845		1,845	D
Performance Rights	$0⁽¹⁶⁾							12/31/2009⁽¹⁶⁾	03/31/2010	Common Stock	319		319	D
Performance Rights	$0⁽¹⁷⁾							01/01/2010⁽¹⁸⁾	06/30/2010	Common Stock	1,592		1,592	D
Performance Rights	$0⁽¹⁷⁾							01/01/2011⁽¹⁸⁾	06/30/2011	Common Stock	2,779		2,779	D
Performance Rights	$0⁽¹⁷⁾							01/01/2012⁽¹⁸⁾	06/30/2012	Common Stock	2,967		2,967	D
Performance Rights	$0⁽¹⁷⁾							01/01/2013⁽¹⁸⁾	06/30/2013	Common Stock	3,454		3,454	D
Phantom Stock Unit	⁽¹⁹⁾							⁽²⁰⁾	⁽²¹⁾	Common Stock	16,887.8339		16,887.8339	D
Restricted Stock Units 2010	⁽²⁾							⁽²²⁾	⁽²²⁾	Common Stock	1,094		1,094	D

Explanation of Responses:

1. Reflects the withholding of shares to satisfy tax payment for vested shares of Restricted Stock Units (RSU) under the Company's 2007 Omnibus Incentive Compensation Plan. Under the terms of the plan, 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 RSU's are settled.

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

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

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

5. The option vests in four equal annual installments beginning on December 13, 2002.

6. The option vests in four equal annual installments beginning on December 14, 2001.

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

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

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

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

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

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

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

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

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

16. 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.

17. 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.

18. 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.

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

20. 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.

21. 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.

22. 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. Meinz	02/17/2010
	** 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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