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^*

BRODSKY WILLIAM J

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET

(Street)

CHICAGO

60601

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011

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	05/13/2011		M		100	A	$47.22	5,890.175	D
Common Stock	05/13/2011		S		100	D	$53.42	5,790.175	D
Common Stock	05/13/2011		M		1,175	A	$47.22	6,965.175	D
Common Stock	05/13/2011		S		1,175	D	$53.41	5,790.175	D
Common Stock	05/13/2011		M		600	A	$47.22	6,390.175	D
Common Stock	05/13/2011		S		600	D	$53.4	5,790.175	D
Common Stock	05/13/2011		M		600	A	$47.22	6,390.175	D
Common Stock	05/13/2011		S		600	D	$53.396	5,790.175	D

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)
Stock Option (Right to buy)	$47.22	05/13/2011		M			100	11/01/2002	05/01/2012	Common Stock	100	$53.42	2,375	D
Stock Option (Right to buy)	$47.22	05/13/2011		M			1,175	11/01/2002	05/01/2012	Common Stock	1,175	$53.41	1,200	D
Stock Option (Right to buy)	$47.22	05/13/2011		M			600	11/01/2002	05/01/2012	Common Stock	600	$53.4	600	D
Stock Option (Right to buy)	$47.22	05/13/2011		M			600	11/01/2002	05/01/2012	Common Stock	600	$53.396	0	D
Deferred Stock Unit	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	7,824.3676		7,824.3676	D
Phantom Stock Unit	⁽³⁾							⁽²⁾	⁽²⁾	Common Stock	18,919.5252		18,919.5252	D

Explanation of Responses:

1. These deferred stock units convert to common stock on a one-for-one basis.

2. 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.

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

Remarks:

Table II reflects dividends paid on Phantom Stock Units and reinvested in additional Phantom Stock Units, and dividends paid on Deferred Stock Units and reinvested in additional Deferred Stock Units under the Company's Deferred Compensation Plan on March 21, 2011.

	By: Dane E. Allen, as Power of Attorney For: Mr. Brodsky	05/17/2011
	** 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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