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^*

WOLF BARTH J

(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)
	VP-Chief Legal Officer & Secy

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2012

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	02/11/2012		M		478.3137	A	$53.36	4,677.539	D
Common Stock	02/11/2012		F		183.6726⁽¹⁾	D	$53.36	4,493.8664	D
Common Stock								1,514.6984	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)
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 2010	⁽²⁾	02/11/2012		M			478.3137	⁽³⁾	⁽³⁾	Common Stock	478.3137	$53.36	954.5568	D
Employee Stock Option (Right to buy)	$41.58⁽⁴⁾							02/11/2011	02/11/2020	Common Stock	19,934		19,934	D
Employee Stock Option (Right to buy)	$42.12⁽⁵⁾							02/12/2010	02/12/2019	Common Stock	15,931		15,931	D
Employee Stock Option (Right to buy)	$48.11⁽⁶⁾							12/08/2005	12/08/2014	Common Stock	5,156		5,156	D
Employee Stock Option (Right to buy)	$48.36⁽⁷⁾							02/14/2009	02/14/2018	Common Stock	14,686		14,686	D
Employee Stock Option (Right to buy)	$49.4⁽⁸⁾							02/10/2012	02/10/2021	Common Stock	12,704		12,704	D
Employee Stock Option (Right to buy)	$52.73⁽⁹⁾							12/07/2007	12/07/2016	Common Stock	6,783		6,783	D
Employee Stock Option (Right to buy)	$53.24⁽¹⁰⁾							02/09/2013	02/09/2022	Common Stock	14,103		14,103	D
Employee Stock Option (Right to buy)	$54.85⁽¹¹⁾							12/07/2006	12/07/2015	Common Stock	6,491		6,491	D
Employee Stock Option (Right to buy)	$58.65⁽¹²⁾							05/17/2008	05/17/2017	Common Stock	2,967		2,967	D
Performance Rights	$0⁽¹³⁾							01/01/2012⁽¹⁴⁾	06/30/2012	Common Stock	3,776		3,776	D
Performance Rights	$0⁽¹³⁾							01/01/2013⁽¹⁴⁾	06/30/2013	Common Stock	5,414		5,414	D
Performance Rights	$0⁽¹³⁾							01/01/2014⁽¹³⁾	06/30/2014	Common Stock	4,463		4,463	D
Performance Rights	$0⁽¹³⁾							01/01/2015⁽¹³⁾	06/30/2015	Common Stock	4,756		4,756	D
Phantom Stock Unit	⁽¹⁵⁾							⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	10,079.0983		10,079.0983	D
Restricted Stock Units 2008	⁽²⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	921.9497		921.9497	D
Restricted Stock Units 2009	⁽²⁾							⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	762.1543		762.1543	D
Restricted Stock Units 2011	⁽²⁾							⁽²⁰⁾	⁽²⁰⁾	Common Stock	1,305.2792		1,305.2792	D
Restricted Stock Units 2012	⁽²⁾							⁽²¹⁾	⁽²¹⁾	Common Stock	1,622		1,622	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 Omnibus Incentive Compensation Plan.

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

3. The restricted stock units vest in four equal annual installments beginning on February 11, 2011.

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

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

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 February 10, 2012.

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

10. The option vests in four equal annual installments beginning on February 9, 2013.

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

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

13. 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.

14. 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.

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

16. 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.

17. 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.

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

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

20. The restricted stock units vest in four equal annual installments beginning on February 10, 2012.

21. The restricted stock units vest in four equal annual installments beginning on February 9, 2013.

	By: Dane E. Allen, as Power of Attorney For: Mr. Wolf	02/14/2012
	** 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 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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