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*
FURLONG MARK F
(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
X Officer (give title below) Other (specify below)
President and CEO
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 585,267 D (1) 0 D
Common Stock 07/05/2011 D 373,695.45 D (2) 0 I By Deferred Compensation Plan
Common Stock 07/05/2011 D 16,958.27 D (3) 0 I By Retirement Program
Common Stock 07/05/2011 D 12,500 D (4) 0 I By IRA
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) $18.66 07/05/2011 D 259,400 (5) 10/29/2018 Common Stock 259,400 (5) 0 D
Stock Option (Right to Buy) $21.3665 07/05/2011 D 123,599 (6) 10/25/2012 Common Stock 123,599 (6) 0 D
Stock Option (Right to Buy) $23.911 07/05/2011 D 106,896 (7) 12/20/2011 Common Stock 106,896 (7) 0 D
Stock Option (Right to Buy) $26.0364 07/05/2011 D 92,733 (8) 10/27/2013 Common Stock 92,733 (8) 0 D
Stock Option (Right to Buy) $31.3949 07/05/2011 D 135,291 (9) 10/27/2014 Common Stock 135,291 (9) 0 D
Stock Option (Right to Buy) $31.4024 07/05/2011 D 225,484 (10) 10/19/2017 Common Stock 225,484 (10) 0 D
Stock Option (Right to Buy) $32.046 07/05/2011 D 135,291 (11) 10/28/2015 Common Stock 135,291 (11) 0 D
Stock Option (Right to Buy) $35.975 07/05/2011 D 121,762 (12) 10/30/2016 Common Stock 121,762 (12) 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 73,568 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 46,973 shares of BMO common stock having a market value of $63.15 per share.
3. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 2,131 shares of BMO common stock having a market value of $63.15 per share.
4. Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 1,571 shares of BMO common stock having a market value of $63.15 per share.
5. This option provided for vesting in three equal installments beginning 10/29/2009. Vesting was accelerated to the effective time of the Merger and the option was assumed by BMO in the merger and replaced with an option to purchase 32,606 shares of BMO common stock for $148.45 per share.
6. This option, which vested in three equal installments beginning 10/25/2003, was assumed by BMO in the Merger and replaced with an option to purchase 15,536 shares of BMO common stock for $169.98 per share.
7. This option, which vested in three equal installments beginning 12/20/2002, was assumed by BMO in the Merger and replaced with an option to purchase 13,436 shares of BMO common stock for $190.22 per share.
8. This option, which vested in three equal installments beginning 10/27/2004, was assumed by BMO in the Merger and replaced with an option to purchase 11,656 shares of BMO common stock for $207.13 per share.
9. This option, which vested in three equal installments beginning 10/27/2005, was assumed by BMO in the Merger and replaced with an option to purchase 17,006 shares of BMO common stock for $249.76 per share.
10. This option, which vested in three equal installments beginning 10/19/2008, was assumed by BMO in the merger and replaced with an option to purchase 28,343 shares of BMO common stock for $249.82 per share.
11. This option, which vested in three equal installments beginning 10/28/2006, was assumed by BMO in the Merger and replaced with an option to purchase 17,006 shares of BMO common stock for $254.94.
12. This option, which vested in three equal installments beginning 10/30/2007 was assumed by BMO in the Merger and replaced with an option to purchase 15,305 shares of BMO common stock for $286.20 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
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