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*
WARDEBERG GEORGE E
(Last) (First) (Middle)
770 NORTH WATER STREET
(Street)
MILWAUKEE WI 53202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARSHALL & ILSLEY CORP [ MI ] 		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)
07/05/2011
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)
Code V Amount (A) or (D) Price
Common Stock 07/05/2011 D 24,021 D (1) 0 I By Deferred Compensation Plan
Common Stock 07/05/2011 D 10,000 D (2) 0 I By Joint & Survivor Trust
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
Stock Option (Right to Buy) $5.9 07/05/2011 D 2,000 (3) 04/28/2019 Common Stock 2,000 (3) 0 D
Stock Option (Right to Buy) $9.08 07/05/2011 D 2,000 (4) 04/27/2020 Common Stock 2,000 (4) 0 D
Stock Option (Right to Buy) $22.25 07/05/2011 D 2,000 (5) 04/22/2018 Common Stock 2,000 (5) 0 D
Stock Option (Right to Buy) $27.6904 07/05/2011 D 20,043 (6) 04/27/2014 Common Stock 20,043 (6) 0 D
Stock Option (Right to Buy) $35.5185 07/05/2011 D 6,681 (7) 04/24/2017 Common Stock 6,681 (7) 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO"), pursuant to which, effective July 5, 2011, Marshall & Ilsley Corporation merged with and into a subsidiary of BMO (the "Merger"), in exchange for 3,019 shares of BMO common stock having a market value of $63.15 per share.
2. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 1,257 shares of BMO common stock having a market value of $63.15 per share.
3. This option which vested on 4/28/2009, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $46.94 per share.
4. This option which vested on 4/27/2010, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $74.24 per share.
5. This option which vested on 4/22/2008, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 251 shares of BMO common stock for $177.01 per share.
6. This option which vested on 4/27/2004, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 2,519 shares of BMO common stock for $220.29 per share.
7. This option which vested on 4/24/2007, the date of grant, was assumed by BMO in the Merger and replaced with an option to purchase 839 shares of BMO common stock for $282.57 per share.
Remarks:
On July 5, 2011, Bank of Montreal ("BMO") and Marshall & Ilsley Corporation ("M&I") completed their previously announced transaction whereby M&I was merged (the "Merger") with and into a wholly-owned subsidiary of BMO ("Merger Sub"), with Merger Sub continuing as the surviving entity. Pursuant to the Merger Agreement dated December 17, 2010, as supplemented, by and among BMO, M&I and Merger Sub, in the Merger, each share of M&I common stock outstanding immediately prior to the merger was converted into the right to receive 0.1257 shares of BMO common stock. No fractional shares of BMO common stock will be issued in connection with the Merger, and holders of M&I common stock are entitled to receive cash in lieu thereof.
Jodi W. Rosenthal (as attorney-in-fact) 07/07/2011
** 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).
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