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*
VERBANAC DANIEL J

(Last) (First) (Middle)
700 NORTH ADAMS STREET
P. O. BOX 19001

(Street)
GREEN BAY WI 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)
Pres, Integrys Engy Serv a sub
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2010
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)
Code V Amount (A) or (D) Price
Common Stock 05/17/2010 S 37.638 D $48.72 2,049.454(1) D
Common Stock 4,780.78 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $37.96(2) 12/12/2003 12/12/2012 Common Stock 12,454 12,454 D
Employee Stock Option (Right to buy) $41.58(3) 02/11/2011 02/11/2020 Common Stock 24,325 24,325 D
Employee Stock Option (Right to buy) $42.12(4) 02/12/2010 02/12/2019 Common Stock 22,012 22,012 D
Employee Stock Option (Right to buy) $44.73(5) 12/10/2004 12/10/2013 Common Stock 13,451 13,451 D
Employee Stock Option (Right to buy) $48.11(6) 12/08/2005 12/08/2014 Common Stock 15,313 15,313 D
Employee Stock Option (Right to buy) $48.36(7) 02/14/2009 02/14/2018 Common Stock 25,678 25,678 D
Employee Stock Option (Right to buy) $52.73(8) 12/07/2007 12/07/2016 Common Stock 16,435 16,435 D
Employee Stock Option (Right to buy) $54.85(9) 12/07/2006 12/07/2015 Common Stock 14,450 14,450 D
Employee Stock Option (Right to buy) $58.65(10) 05/17/2008 05/17/2017 Common Stock 6,154 6,154 D
Performance Rights $0(11) 01/01/2011(12) 06/30/2011 Common Stock 4,712 4,712 D
Performance Rights $0(11) 01/01/2012(12) 06/30/2012 Common Stock 5,217 5,217 D
Performance Rights $0(11) 01/01/2013(12) 06/30/2013 Common Stock 6,606 6,606 D
Phantom Stock Unit (13) (14) (15) Common Stock 18,162.9053 18,162.9053 D
Restricted Stock Units 2008 (16) (17) (17) Common Stock 586.7857 586.7857 D
Restricted Stock Units 2009 (16) (18) (18) Common Stock 958.1486 958.1486 D
Restricted Stock Units 2010 (16) (19) (19) Common Stock 1,061.4392 1,061.4392 D
Explanation of Responses:
1. Reflects the sale of shares to satisfy tax payment for vested shares of Restricted Stock Awards 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 RSAs are settled.
2. The option vests in four equal annual installments beginning on December 12, 2003.
3. The option vests in four equal annual installments beginning on February 11, 2011.
4. The option vests in four equal annual installments beginning on February 12, 2010.
5. The option vests in four equal annual installments beginning on December 10, 2004.
6. The option vests in four equal annual installments beginning on December 8, 2005.
7. The option vests in four equal annual installments beginning on February 14, 2009.
8. The option vests in four equal annual installments beginning on December 7, 2007.
9. The option vests in four equal annual installments beginning on December 7, 2006.
10. The option vests in four equal annual installments beginning on May 17, 2008.
11. 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.
12. 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.
13. These phantom stock units convert to common stock on a one-for-one basis.
14. 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.
15. 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.
16. Each restricted stock unit represent a contingent right to receive one share of TEG common stock.
17. The restricted stock units vest in four equal annual installments beginning on February 14, 2009.
18. The restricted stock units vest in four equal annual installments beginning on February 12, 2010.
19. 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. Verbanac 05/19/2010
** 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).
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.