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^*

Utz John A.

(Last)

(First)

(Middle)

ASSOCIATED BANC-CORP

433 MAIN STREET

(Street)

GREEN BAY

54301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2019

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 $0.01 Par Value	02/05/2019		D		1,834	D	⁽¹⁾	40,550	D
Common Stock $0.01 Par Value	02/05/2019		A⁽²⁾		20,435	A	$0	60,985	D
Common Stock $0.01 Par Value	02/05/2019		F⁽³⁾		3,566	D	$22.01	57,419	D
Common Stock $0.01 Par Value								10,687	I	401(k) 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)
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)
Non-qualified Stock Option (Right to Buy)	$22.01	02/05/2019		A		33,777		⁽⁴⁾	02/05/2029	Common Stock $0.01 Par Value	33,777	$22.01	33,777	D
Phantom Stock Unit	⁽⁵⁾	02/05/2019		A		12,727		⁽⁶⁾	⁽⁷⁾	Common Stock $0.01 Par Value	12,727	$0	12,727	D

Explanation of Responses:

1. "Stock units" awarded under Deferred Compensation Plan. Upon the vesting of restricted stock units granted to the Insider on 2/1/2016, the person deferred the receipt of 21,787 shares of common stock and received instead 21,787 shares of phantom stock units under the Deferred Compensation Plan. The portion of the restricted stock units that were time-based reported as common stock on Table I on the date of grant. As a result, the Insider is reporting the disposition of such previously reported shares of common stock in exchange for an equal number of shares of phantom stock units.

2. Includes 10,894 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2016 and 9,541 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020.

3. Shares were surrendered to satisfy tax withholding obligations resulting from the vesting of awards.

4. Option vests in four equal annual installments beginning on February 8, 2020.

5. Each share of phantom stock represents a right to receive one share of common stock, or at Associated Banc-Corp's election, the cash value thereof.

6. Stock units are 100% vested at the time of the acquisition.

7. Phantom stock units will remain in the Insider's Stock Plan Services plan until separation and be distributed pursuant to the Insider's distribution election on file.

	/s/ Lynn M. Floeter, attorney-in-fact for John A. Utz	02/07/2019
	** 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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