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^*

ANDEREGG P TERRY

(Last)

(First)

(Middle)

4949 WEST BROWN DEER RD.

(Street)

MILWAUKEE

53224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK MUTUAL CORP [ BKMU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2012

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	01/17/2012		A		10,000	A	⁽¹⁾	49,314	D
Common Stock								23,343	I	Self Directed IRA
Common Stock								34,449	I⁽²⁾	Held in ESOP
Common Stock								34,975	I⁽³⁾	Held in 401(k)
Common Stock								3,297	I⁽⁴⁾	Held in BNRP 401(k)

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)
Option to buy⁽⁵⁾	$10.673							⁽⁵⁾	05/03/2014	Common Stock	100,000		100,000	D
Option to buy⁽⁶⁾	$5.05							⁽⁶⁾	01/18/2021	Common Stock	15,000		15,000	D
Option to buy⁽⁷⁾	$3.39	01/17/2012		A		20,000		⁽⁷⁾	01/17/2022	Common Stock	20,000	$3.39	20,000	D

Explanation of Responses:

1. Restricted stock grants under the 2004 Stock Incentive Plan. The shares (for 10,000 shares in the original grant) vest in annual installments of 20% each beginning January 17, 2013.

2. Held in the Bank Mutual Corpration ESOP Plan. The information presented is based on the Plan statement dated 12-31-2010.

3. Held in the Bank Mutual Corporation 401(k) Plan. The information presented is based on a Plan statement dated 12-31-2010.

4. Held in Benefit Restoration Plan, a non-qualified plan, which operates as an "excess benefits" plan relating to two company qualified benefit plans. The information presented is based on a Plan statement dated 12-31-2010.

5. Employee Stock Option. The option is fully vested.

6. Stock option granted under the 2004 Stock Incentive Plan. The options (15,000 in the original grant) vest in annual installments of 20% each beginning January 18, 2012.

7. Stock option granted under the 2004 Stock Incentive Plan. The options (20,000 in the original grant) vest in annual installments of 20% each beginning January 17, 2013.

Remarks:

The 401(K), ESOP and Benefit Restoration Plan shares are from plan statements dated 12-31-2010, the latest statements available. The plan statements for 12-31-2011 were not available at the time of this filing.

	/s/ P. Terry Anderegg	01/19/2012
	** 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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