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^*

BORGARD LAWRENCE T

(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)
	President & COO - Utilities

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2012

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	05/24/2012		M		11,786	A	$48.11	11,856.7009	D
Common Stock	05/24/2012		S		11,786	D	$54.6⁽¹⁾	70.7009⁽²⁾	D
Common Stock	05/24/2012		M		6,238	A	$42.12	6,308.7009	D
Common Stock	05/24/2012		S		6,238	D	$54.6⁽¹⁾	70.7009⁽²⁾	D
Common Stock	05/24/2012		M		10,878	A	$41.58	10,948.7009	D
Common Stock	05/25/2012		S		10,878	D	$54.6⁽¹⁾	70.7009⁽²⁾	D
Common Stock								4,937.7055⁽³⁾	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)
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)
Employee Stock Option (Right to buy)	$41.58	05/24/2012		M			10,878	02/11/2011⁽⁴⁾	02/11/2020	Common Stock	10,878	$0.00	21,751	D
Employee Stock Option (Right to buy)	$42.12	05/24/2012		M			6,238	02/12/2010⁽⁴⁾	02/12/2019	Common Stock	6,238	$0.00	6,236	D
Employee Stock Option (Right to buy)	$48.11	05/24/2012		M			11,786	12/08/2005⁽⁴⁾	12/08/2014	Common Stock	11,786	$0.00	0	D
Employee Stock Option (Right to buy)	$48.36							02/14/2009⁽⁴⁾	02/14/2018	Common Stock	30,184		30,184	D
Employee Stock Option (Right to buy)	$49.4							02/10/2012⁽⁴⁾	02/10/2021	Common Stock	26,465		26,465	D
Employee Stock Option (Right to buy)	$52.73							12/07/2007⁽⁴⁾	12/07/2016	Common Stock	11,304		11,304	D
Employee Stock Option (Right to buy)	$53.24							02/09/2013⁽⁴⁾	02/09/2022	Common Stock	31,377		31,377	D
Employee Stock Option (Right to buy)	$54.85							12/07/2006⁽⁴⁾	12/07/2015	Common Stock	12,364		12,364	D
Employee Stock Option (Right to buy)	$58.65							05/17/2008⁽⁴⁾	05/17/2017	Common Stock	14,044		14,044	D
Performance Rights	$0.00⁽⁵⁾							01/01/2013⁽⁵⁾	06/30/2013	Common Stock	11,815		11,815	D
Performance Rights	$0.00⁽⁵⁾							01/01/2014⁽⁵⁾	06/30/2014	Common Stock	9,298		9,298	D
Performance Rights	$0.00⁽⁵⁾							01/01/2015⁽⁵⁾	06/30/2015	Common Stock	10,582		10,582	D
Phantom Stock Unit	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	25,931.0453⁽⁸⁾		25,931.0453	D
Restricted Stock Units 2009	⁽⁹⁾							02/12/2010	02/12/2013	Common Stock	603.5571⁽¹⁰⁾		603.5571	D
Restricted Stock Units 2010	⁽⁹⁾							02/11/2011	02/11/2014	Common Stock	2,111.2408⁽¹⁰⁾		2,111.2408	D
Restricted Stock Units 2011	⁽⁹⁾							02/10/2012	02/10/2015	Common Stock	2,755.1099⁽¹⁰⁾		2,755.1099	D
Restricted Stock Units 2012	⁽⁹⁾							02/09/2013	02/09/2016	Common Stock	3,654.3183⁽¹⁰⁾		3,654.3183	D

Explanation of Responses:

1. The weighted average sale price reflects multiple transactions at prices ranging from $54.38 - $54.90.

2. Balance reflects dividend reinvestment shares purchased on March 20, 2012 related to shares that were transferred after the dividend record date to a different brokerage account. The transferred shares were subsequently sold on March 13, 2012.

3. Balance reflects shares pertaining to the March 20, 2012 dividend and shares allocated on March 30, 2012 in the Company's Employee Stock Ownership Plan.

4. The option vests in four equal annual installments beginning on the exercisable date.

5. 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.

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

7. 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.

8. Balance also reflects dividends paid on Phantom Stock Units and reinvested in additional Phantom Stock Units, under the Company's Deferred Compensation Plan on March 20, 2012.

9. 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.

10. 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, 2012.

Remarks:

	Dane E. Allen, as Power of Attorney for Mr. Borgard	05/25/2012
	** 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).
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