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^*

KALLAS LINDA M

(Last)

(First)

(Middle)

200 EAST RANDOLPH STREET

(Street)

CHICAGO

60601

(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)
	Vice President & Controller

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2014

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	09/05/2014		M		5,696	A	$58.65	13,643.1335	D
Common Stock	09/05/2014		M		1,635	A	$42.12	15,278.1335	D
Common Stock	09/05/2014		M		3,118	A	$41.58	18,396.1335	D
Common Stock	09/05/2014		M		2,664	A	$49.4	21,060.1335	D
Common Stock	09/05/2014		M		1,972	A	$53.24	23,032.1335	D
Common Stock	09/05/2014		M		1,407	A	$56	24,439.1335	D
Common Stock	09/05/2014		S		16,492	D	$67.9355⁽¹⁾	7,947.1335	D
Common Stock								2,149.0282⁽²⁾	I	By Employee Stock Ownership Plan
Common Stock								183.5989⁽³⁾	I	By PE Employee Stock Ownership Plan
Common Stock								519.7815⁽³⁾	I	By 401(k) Plan⁽⁴⁾

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)	$58.65	09/05/2014		M			5,696	05/17/2008⁽⁵⁾	05/17/2017	Common Stock	5,696	$0.00	0	D
Employee Stock Option (Right to buy)	$42.12	09/05/2014		M			1,635	02/12/2010⁽⁵⁾	02/12/2019	Common Stock	1,635	$0.00	0	D
Employee Stock Option (Right to buy)	$41.58	09/05/2014		M			3,118	02/11/2011⁽⁵⁾	02/11/2020	Common Stock	3,118	$0.00	0	D
Employee Stock Option (Right to buy)	$49.4	09/05/2014		M			2,664	02/10/2012⁽⁵⁾	02/10/2021	Common Stock	2,664	$0.00	888	D
Employee Stock Option (Right to buy)	$53.24	09/05/2014		M			1,972	02/09/2013⁽⁵⁾	02/09/2022	Common Stock	1,972	$0.00	1,972	D
Employee Stock Option (Right to buy)	$56	09/05/2014		M			1,407	02/14/2014⁽⁵⁾	02/14/2023	Common Stock	1,407	$0.00	4,220	D
Employee Stock Option (Right to Buy)	$55.23							02/13/2015⁽⁵⁾	02/13/2024	Common Stock	4,851		4,851	D
Performance Rights	$0.00⁽⁶⁾							01/01/2016⁽⁶⁾	03/15/2016	Common Stock	1,994		1,994	D
Performance Rights	$0.00⁽⁶⁾							01/01/2017⁽⁶⁾	03/15/2017	Common Stock	1,939		1,939	D
Performance Rights	$0.00⁽⁶⁾							01/01/2015⁽⁶⁾	03/15/2015	Common Stock	1,330		1,330	D
Restricted Stock Units 2011	⁽⁷⁾							02/10/2012	02/10/2015	Common Stock	135.7378		135.7378⁽⁸⁾	D
Restricted Stock Units 2012	⁽⁷⁾							02/09/2013	02/09/2016	Common Stock	256.2343		256.2343⁽⁸⁾	D
Restricted Stock Units 2013	⁽⁷⁾							02/14/2014	02/14/2017	Common Stock	457.4528		457.4528⁽⁸⁾	D
Restricted Stock Units 2014	⁽⁷⁾							02/13/2015	02/13/2018	Common Stock	581.1351		581.1351⁽⁸⁾	D

Explanation of Responses:

1. The weighted average sale price reflects multiple transactions at prices ranging from $67.87 - $67.985.

2. Balance reflects shares pertaining to the March 20 and June 20, 2014 dividend and shares allocated on March 31 and June 30, 2014 under the Company's Employee Stock Ownership Plan.

3. Balance reflects dividend reinvestment shares purchased on March 20 and June 20, 2014.

4. Plan name changed from Peoples Energy Capital Accumulation Plan to Integrys Energy Group 401(k) Plan for Administrative Employees effective 1/1/2013.

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

6. 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 reported target award.

7. 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.

8. Balance reflects the dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans on March 20 and June 20, 2014.

Remarks:

	Dane E. Allen, as Power of Attorney for Ms. Kallas	09/09/2014
	** 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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