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*
VERBANAC DANIEL J
(Last) (First) (Middle)
1716 LAWRENCE DRIVE
(Street)
DE PERE WI 54115
(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)
Pres, WPS Power Development
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2014
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)
Code V Amount (A) or (D) Price
Common Stock 11/07/2014 M 3,531 A $49.4 4,100.0742 D
Common Stock 11/07/2014 S 3,531 D $72.0128(1) 569.0742 D
Common Stock 7,039.577 I By Employee Stock Ownership Plan
Common Stock 80 I By Joint 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
Employee Stock Option (Right to buy) $49.4 11/07/2014 M 3,531 02/10/2012(2) 02/10/2021 Common Stock 3,531 $0.00 0 D
Employee Stock Option (Right to buy) $53.24 02/09/2013(2) 02/09/2022 Common Stock 7,840 7,840 D
Employee Stock Option (Right to buy) $56 02/14/2014(2) 02/14/2023 Common Stock 13,326 13,326 D
Employee Stock Option (Right to Buy) $55.23 02/13/2015(2) 02/13/2024 Common Stock 15,315 15,315 D
Performance Rights $0.00(3) 01/01/2016(3) 03/15/2016 Common Stock 6,297 6,297 D
Performance Rights $0.00(3) 01/01/2017(3) 03/15/2017 Common Stock 6,123 6,123 D
Performance Rights $0.00(3) 01/01/2015(3) 03/15/2015 Common Stock 5,288 5,288 D
Phantom Stock Unit (4) (5) (5) Common Stock 27,542.0549 27,542.0549 D
Restricted Stock Units 2011 (6) 02/10/2012 02/10/2015 Common Stock 552.4344 552.4344 D
Restricted Stock Units 2012 (6) 02/09/2013 02/09/2016 Common Stock 1,029.1027 1,029.1027 D
Restricted Stock Units 2013 (6) 02/14/2014 02/14/2017 Common Stock 1,460.3708 1,460.3708 D
Restricted Stock Units 2014 (6) 02/13/2015 02/13/2018 Common Stock 1,852.1123 1,852.1123 D
Explanation of Responses:
1. The weighted average sale price reflects multiple transactions at prices ranging from $72.00 - $72.0501.
2. Effective October 24, 2014, the Board of Directors accelerated the vesting of all the outstanding stock options, and all outstanding stock options are now fully vested.
3. 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.
4. These phantom stock units convert to common stock on a one-for-one basis.
5. Upon retirement or termination of service, distribution of phantom stock units will commence in January of the year that is both (1) following the calendar year in which service terminates with the Company, and (2) at least six months following termination, or later if the participant selected a later date.
6. 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.
Remarks:
Dane E. Allen, as Power of Attorney for Mr. Verbanac 11/12/2014
** 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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