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) 02/09/2013 | ||||||||||||||||||||||||||
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 | 02/09/2013 | M | 948.1595 | A | $55.74 | 1,021.5449 | D | |||
Common Stock | 02/09/2013 | F | 383.019 | D | $55.74 | 638.5259 | D | |||
Common Stock | 02/10/2013 | M | 953.1313 | A | $55.74 | 1,591.6572 | D | |||
Common Stock | 02/10/2013 | F | 325.9709 | D | $55.74 | 1,265.6863(1) | D | |||
Common Stock | 5,230.0845(2) | I | By Employee Stock Ownership Plan |
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 | ||||||||
Restricted Stock Units 2012 | (3) | 02/09/2013 | M | 948.1595 | 02/09/2013 | 02/09/2016 | Common Stock | 948.1595 | $55.74 | 2,844.4783(4) | D | ||||
Restricted Stock Units 2011 | (3) | 02/10/2013 | M | 953.1313 | 02/10/2012 | 02/10/2015 | Common Stock | 953.1313 | $55.74 | 1,906.2622(4) | D | ||||
Employee Stock Option (Right to buy) | $54.85 | 12/07/2006(5) | 12/07/2015 | Common Stock | 12,364 | 12,364 | D | ||||||||
Employee Stock Option (Right to buy) | $52.73 | 12/07/2007(5) | 12/07/2016 | Common Stock | 11,304 | 11,304 | D | ||||||||
Employee Stock Option (Right to buy) | $58.65 | 05/17/2008(5) | 05/17/2017 | Common Stock | 14,044 | 14,044 | D | ||||||||
Employee Stock Option (Right to buy) | $48.36 | 02/14/2009(5) | 02/14/2018 | Common Stock | 30,184 | 30,184 | D | ||||||||
Employee Stock Option (Right to buy) | $42.12 | 02/12/2010(5) | 02/12/2019 | Common Stock | 6,236 | 6,236 | D | ||||||||
Employee Stock Option (Right to buy) | $41.58 | 02/11/2011(5) | 02/11/2020 | Common Stock | 21,751 | 21,751 | D | ||||||||
Employee Stock Option (Right to buy) | $49.4 | 02/10/2012(5) | 02/10/2021 | Common Stock | 26,465 | 26,465 | D | ||||||||
Employee Stock Option (Right to buy) | $53.24 | 02/09/2013(5) | 02/09/2022 | Common Stock | 31,377 | 31,377 | D | ||||||||
Performance Rights | $0.00(6) | 01/01/2013(6) | 06/30/2013 | Common Stock | 11,815 | 11,815 | D | ||||||||
Performance Rights | $0.00(6) | 01/01/2014(6) | 06/30/2014 | Common Stock | 9,298 | 9,298 | D | ||||||||
Performance Rights | $0.00(6) | 01/01/2015(6) | 06/30/2015 | Common Stock | 10,582 | 10,582 | D | ||||||||
Phantom Stock Unit | (7) | (8) | (8) | Common Stock | 26,913.1637 | 26,913.1637(9) | D | ||||||||
Restricted Stock Units 2009 | (3) | 02/12/2010 | 02/12/2013 | Common Stock | 626.4024 | 626.4024(10) | D | ||||||||
Restricted Stock Units 2010 | (3) | 02/11/2011 | 02/11/2014 | Common Stock | 2,191.1534 | 2,191.1534(10) | D |
Explanation of Responses: |
1. Balance reflects dividend reinvestment shares purchased on June 20, September 20 and December 20, 2012. |
2. Balance reflects shares pertaining to the June 20, 2012, September 20, 2012 and December 20, 2012 dividend and shares allocated on June 29, 2012 in the Company's Employee Stock Ownership Plan. |
3. 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. |
4. Balance also reflects the dividend paid on Restricted Stock Units and reinvested in additional Restricted Stock Units, under the Company's 2010 Omnibus Incentive Plan on June 20, 2012, September 20, 2012 and December 20, 2012. |
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 target award. |
7. These phantom stock units convert to common stock on a one-for-one basis. |
8. 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. |
9. Balance reflects dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan on June 20, 2012, September 20, 2012 and December 20, 2012. |
10. Balance reflects the dividend paid on Restricted Stock Units and reinvested in additional Restricted Stock Units, under the Company's 2010 Omnibus Incentive Plan on June 20, 2012, September 20, 2012 and December 20, 2012. |
Remarks: |
Dane E. Allen, as Power of Attorney for Mr. Borgard | 02/12/2013 | |
** 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. |