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
ASSOCIATED BANC-CORP [ ASB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2019 | ||||||||||||||||||||||||||
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 $0.01 Par Value | 02/05/2019 | D | 17,980 | D | (1) | 96,704 | D | |||
Common Stock $0.01 Par Value | 02/05/2019 | A(2) | 37,729 | A | $0 | 134,433 | D | |||
Common Stock $0.01 Par Value | 513,645 | I | by Trust |
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 | ||||||||
Non-qualified Stock Option (Right to Buy) | $22.01 | 02/05/2019 | A | 169,857 | (3) | 02/05/2029 | Common Stock $0.01 Par Value | 169,857 | $22.01 | 169,857 | D | ||||
Phantom Stock Unit | (4) | 02/05/2019 | A | 106,802 | (5) | (6) | Common Stock $0.01 Par Value | 106,802 | $0(1) | 106,802 | D |
Explanation of Responses: |
1. "Stock units" awarded under Deferred Compensation Plan. Upon the vesting of restricted stock units granted to the Insider on 2/1/2016, the person deferred the receipt of 106,802 shares of common stock and received instead 106,802 shares of phantom stock units under the Deferred Compensation Plan. The portion of the restricted stock units that were time-based reported as common stock on Table I on the date of grant. As a result, the Insider is reporting the disposition of such previously reported shares of common stock in exchange for an equal number of shares of phantom stock units. |
2. Includes 37,729 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020. |
3. Option vests in four equal annual installments beginning on February 8, 2020. |
4. Each share of phantom stock represents a right to receive one share of common stock, or at Associated Banc-Corp's election, the cash value thereof. |
5. Stock units are 100% vested at the time of the acquisition. |
6. Phantom stock units will remain in the Insider's Stock Plan Services plan until separation and be distributed pursuant to the Insider's distribution election on file. |
/s/ Lynn M. Floeter, attorney-in-fact for Philip B. Flynn | 02/07/2019 | |
** 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. |