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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTEGRYS ENERGY GROUP, INC. [ TEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/16/2011 | M | 1,438 | A | $48.88 | 2,417.2619 | D | |||
Common Stock | 02/16/2011 | F | 545 | D | $48.88 | 1,872.2619(1) | D | |||
Common Stock | 1,793.1751 | I | By ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Rights | $0(2) | 02/16/2011 | M | 1,160 | 01/01/2011(2) | 06/30/2011 | Common Stock | 1,160(2) | $48.88 | 0 | D | ||||
Employee Stock Option (Right to buy) | $41.58(3) | 02/11/2011 | 02/11/2020 | Common Stock | 4,989 | 4,989 | D | ||||||||
Employee Stock Option (Right to buy) | $42.12(4) | 02/12/2010 | 02/12/2019 | Common Stock | 5,418 | 5,418 | D | ||||||||
Employee Stock Option (Right to buy) | $44.73(5) | 12/10/2004 | 12/10/2013 | Common Stock | 2,600 | 2,600 | D | ||||||||
Employee Stock Option (Right to buy) | $48.11(6) | 12/08/2005 | 12/08/2014 | Common Stock | 5,094 | 5,094 | D | ||||||||
Employee Stock Option (Right to buy) | $48.36(7) | 02/14/2009 | 02/14/2018 | Common Stock | 6,320 | 6,320 | D | ||||||||
Employee Stock Option (Right to buy) | $49.4(8) | 02/10/2012 | 02/10/2021 | Common Stock | 6,258 | 6,258 | D | ||||||||
Employee Stock Option (Right to buy) | $52.73(9) | 12/07/2007 | 12/07/2016 | Common Stock | 5,630 | 5,630 | D | ||||||||
Employee Stock Option (Right to buy) | $54.85(10) | 12/07/2006 | 12/07/2015 | Common Stock | 5,255 | 5,255 | D | ||||||||
Employee Stock Option (Right to buy) | $58.65(11) | 05/17/2008 | 05/17/2017 | Common Stock | 1,320 | 1,320 | D | ||||||||
Performance Rights | $0(2) | 01/01/2012(12) | 06/30/2012 | Common Stock | 1,284 | 1,284 | D | ||||||||
Performance Rights | $0(2) | 01/01/2013(12) | 06/30/2013 | Common Stock | 1,355 | 1,355 | D | ||||||||
Performance Rights | $0(2) | 01/01/2014(2) | 06/30/2014 | Common Stock | 2,199 | 2,199 | D | ||||||||
Phantom Stock Unit | (13) | (14) | (15) | Common Stock | 4,042.3492 | 4,042.3492 | D | ||||||||
Restricted Stock Units 2008 | (16) | (17) | (17) | Common Stock | 124.704 | 124.704 | D | ||||||||
Restricted Stock Units 2009 | (16) | (18) | (18) | Common Stock | 245.027 | 245.027 | D | ||||||||
Restricted Stock Units 2010 | (16) | (19) | (19) | Common Stock | 339.785 | 339.785 | D | ||||||||
Restricted Stock Units 2011 | (16) | (20) | (20) | Common Stock | 814 | 814 | D |
Explanation of Responses: |
1. Reflects the withholding of shares to satisfy tax payment for Performance Shares paid out under the Company's 2007 Omnibus Incentive Compensation Plan. Under the terms of the plan, the fair market value of any fractional shares of common stock not used to satisfy the withholding obligation will be paid in cash at the time the Performance Shares are settled. |
2. 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 target award. |
3. The option vests in four equal annual installments beginning on February 11, 2011. |
4. The option vests in four equal annual installments beginning on February 12, 2010. |
5. The option vests in four equal annual installments beginning on December 10, 2004. |
6. The option vests in four equal annual installments beginning on December 8, 2005. |
7. The option vests in four equal annual installments beginning on February 14, 2009. |
8. The option vests in four equal annual installments beginning on February 10, 2012. |
9. The option vests in four equal annual installments beginning on December 7, 2007. |
10. The option vests in four equal annual installments beginning on December 7, 2006. |
11. The option vests in four equal annual installments beginning on May 17, 2008. |
12. 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 target award. |
13. These phantom stock units convert to common stock on a one-for-one basis. |
14. Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service. |
15. Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service. |
16. Each restricted stock unit represent a contingent right to receive one share of Company common stock. |
17. The restricted stock units vest in four equal annual installments beginning on February 14, 2009. |
18. The restricted stock units vest in four equal annual installments beginning on February 12, 2010. |
19. The restricted stock units vest in four equal annual installments beginning on February 11, 2011. |
20. The restricted stock units vest in four equal annual installments beginning on February 10, 2012. |
By: Dane E. Allen, as Power of Attorney For: Mr. Schott | 02/18/2011 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |