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*
RADTKE MARK A

(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)
Exec VP Shd Srv & Chf Stg Ofc
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2013
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 04/02/2013 M 8,000 A $54.85 29,981.2777 D
Common Stock 04/02/2013 S 8,000 D $58.48 21,981.2777 (1) D
Common Stock 6,072.9652 I By Employee Stock Ownership Plan
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) $54.85 04/02/2013 M 8,000 12/07/2006 (2) 12/07/2015 Common Stock 8,000 $0.00 15,182 D
Employee Stock Option (Right to buy) $41.58 02/11/2011 (2) 02/11/2020 Common Stock 27,989 27,989 D
Employee Stock Option (Right to buy) $42.12 02/12/2010 (2) 02/12/2019 Common Stock 25,328 25,328 D
Employee Stock Option (Right to buy) $48.36 02/14/2009 (2) 02/14/2018 Common Stock 30,645 30,645 D
Employee Stock Option (Right to buy) $49.4 02/10/2012 (2) 02/10/2021 Common Stock 15,942 15,942 D
Employee Stock Option (Right to buy) $52.73 12/07/2007 (2) 12/07/2016 Common Stock 21,196 21,196 D
Employee Stock Option (Right to buy) $53.24 02/09/2013 (2) 02/09/2022 Common Stock 17,699 17,699 D
Employee Stock Option (Right to buy) $58.65 05/17/2008 (2) 05/17/2017 Common Stock 6,948 6,948 D
Employee Stock Option (Right to buy) $56 02/14/2014 (2) 02/14/2023 Common Stock 20,055 20,055 D
Performance Rights $0.00 (3) 01/01/2016 (3) 06/30/2016 Common Stock 7,107 7,107 D
Performance Rights $0.00 (3) 01/01/2014 (3) 06/30/2014 Common Stock 5,601 5,601 D
Performance Rights $0.00 (3) 01/01/2015 (3) 06/30/2015 Common Stock 5,969 5,969 D
Phantom Stock Unit (4) (5) (5) Common Stock 27,051.2523 27,051.2523 (6) D
Restricted Stock Units 2010 (7) 02/11/2011 02/11/2014 Common Stock 712.8987 712.8987 (8) D
Restricted Stock Units 2011 (7) 02/10/2012 02/10/2015 Common Stock 1,160.7963 1,160.7963 (8) D
Restricted Stock Units 2012 (7) 02/09/2013 02/09/2016 Common Stock 1,623.448 1,623.448 (8) D
Restricted Stock Units 2013 (7) 02/14/2014 02/14/2017 Common Stock 2,050.1106 2,050.1106 (8) D
Explanation of Responses:
1. Balance also reflects dividend reinvestment shares purchased on March 20, 2013.
2. The option vests in four equal annual installments beginning on the exercisable date.
3. 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 reported target award.
4. These phantom stock units convert to common stock on a one-for-one basis.
5. Upon retirement or termination of service, distribution of phantom stock units will commence in January of the year that is both (1) following the calendar year in which service terminates with the Company, and (2) at least six months following termination, or later if the participant selected a later date.
6. Balance reflects dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan on March 20, 2013.
7. Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.
8. Balance reflects the dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's 2010 Omnibus Incentive Plan on March 20, 2013.
Remarks:
Dane E. Allen, as Power of Attorney for Mr. Radtke 04/04/2013
** 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).
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