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*
NARDI THOMAS A
(Last) (First) (Middle)
130 E. RANDOLPH DRIVE
(Street)
CHICAGO IL 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)
Pres, Integrys Bus Sup, a sub
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2008
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 05/19/2008 M 1,100 A $49.89 15,805.228 D
Common Stock 05/19/2008 M 1,779 A $49.89 17,584.228 D
Common Stock 05/19/2008 M 400 A $49.89 17,984.228 D
Common Stock 05/19/2008 M 84 A $49.89 18,068.228 D
Common Stock 05/19/2008 M 3,999 A $49.89 22,067.228 D
Common Stock 05/19/2008 M 4,000 A $49.89 26,067.228 D
Common Stock 05/19/2008 M 300 A $49.89 26,367.228 D
Common Stock 05/19/2008 M 400 A $49.89 26,767.228 D
Common Stock 05/19/2008 M 100 A $49.89 26,867.228 D
Common Stock 05/19/2008 M 224 A $49.89 27,091.228 D
Common Stock 05/19/2008 S 1,100 D $51.205 25,991.228 D
Common Stock 05/19/2008 S 1,779 D $51.21 24,212.228 D
Common Stock 05/19/2008 S 400 D $51.2125 23,812.228 D
Common Stock 05/19/2008 S 84 D $51.22 23,728.228 D
Common Stock 05/19/2008 S 3,999 D $51.25 19,729.228 D
Common Stock 05/19/2008 S 4,000 D $51.255 15,729.228 D
Common Stock 05/19/2008 S 300 D $51.2575 15,429.228 D
Common Stock 05/19/2008 S 400 D $51.26 15,029.228 D
Common Stock 05/19/2008 S 100 D $51.265 14,929.228 D
Common Stock 05/19/2008 S 224 D $51.28 14,705.228 D
Common Stock 05/19/2008 M 2,959 A $49.89 17,664.228 D
Common Stock 05/19/2008 S 2,959 D $51.2 14,705.228 D
Common Stock 1,582.0635 I Trustee/401(k) Plan
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
Stock Option (Right to buy) $49.89 05/19/2008 M 1,100 10/03/2002 10/03/2011 Common Stock 1,100 $51.205 14,245 D
Stock Option (Right to buy) $49.89 05/19/2008 M 1,779 10/03/2002 10/03/2011 Common Stock 1,779 $51.21 12,466 D
Stock Option (Right to buy) $49.89 05/19/2008 M 400 10/03/2002 10/03/2011 Common Stock 400 $51.2125 12,066 D
Stock Option (Right to buy) $49.89 05/19/2008 M 84 10/03/2002 10/03/2011 Common Stock 84 $51.22 11,982 D
Stock Option (Right to buy) $49.89 05/19/2008 M 3,999 10/03/2002 10/03/2011 Common Stock 3,999 $51.25 7,983 D
Stock Option (Right to buy) $49.89 05/19/2008 M 4,000 10/03/2002 10/03/2011 Common Stock 4,000 $51.255 3,983 D
Stock Option (Right to buy) $49.89 05/19/2008 M 300 10/03/2002 10/03/2011 Common Stock 300 $51.2575 3,683 D
Stock Option (Right to buy) $49.89 05/19/2008 M 400 10/03/2002 10/03/2011 Common Stock 400 $51.26 3,283 D
Stock Option (Right to buy) $49.89 05/19/2008 M 100 10/03/2002 10/03/2011 Common Stock 100 $51.265 3,183 D
Stock Option (Right to buy) $49.89 05/19/2008 M 224 10/03/2002 10/03/2011 Common Stock 224 $51.28 2,959 D
Stock Option (Right to buy) $49.89 05/19/2008 M 2,959 10/03/2002 10/03/2011 Common Stock 2,959 $51.2 0 D
Employee Stock Option (Right to buy) $48.36(1) 02/14/2009 02/14/2018 Common Stock 33,377 33,377 D
Employee Stock Option (Right to buy) $58.65(2) 05/17/2008 05/17/2017 Common Stock 24,684 24,684 D
Performance Rights $0(3) 12/31/2009(3) 03/31/2010 Common Stock 4,265 4,265 D
Performance Rights $0(4) 01/01/2011(5) 06/30/2011 Common Stock 6,125 6,125 D
Restricted Stock Units (6) (7) (7) Common Stock 2,213.549 2,213.549 D
Explanation of Responses:
1. The option vests in four equal annual installments beginning on February 14, 2009.
2. The option vests in four equal annual installments beginning on May 17, 2008.
3. The final number of shares issued will be based on company performance against an established industry benchmark for the performance period April 1, 2007, to December 31, 2009.
4. Performance shares vest and are issued three years after the performance shares are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.
5. Performance shares vest and are issued three years after the performance shares are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.
6. Each restricted stock unit represent a contingent right to receive one share of TEG common stock.
7. The restricted stock units vest in four equal annual installments beginning on February 14, 2009.
Remarks:
Table 1, line 1, column 5, reflects dividends paid on Restricted Stock Awards and reinvested in additional Restricted Stock, under the company's 2007 Omnibus Incentive Compensation Plan on March 20, 2008. Table 1, line 2, column 5 - Trustee/401(k) Plan: Acquired or disposed of on a periodic basis by the Trustee of the Company's Capital Accumulation Plan for the reporting person's account, based on the most recent information provided by the Trustee. Acquisitions and dispositions of shares were exempt from Section 16 pursuant to Rule 16b-3. In Table 2, the Restricted Stock Unit balance reflects dividends paid on Restricted Stock Units and reinvested in additional Restricted Stock Units, under the company's 2007 Omnibus Incentive Compensation Plan on March 20, 2008.
By: Barth J. Wolf, as Power of Attorney For: Mr. Nardi 05/21/2008
** 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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