ASSOCIATED BANC-CORP — Director's Dealing 2012

Mar 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-03-23

Reporting Person: Del Moral-Niles Christopher (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-23	Common Stock $0.01 Par Value	A	1851	—	Acquired	50932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-23	Non-qualified Stock Option (Right to Buy)	$14.04	A	1851	Acquired	2022-03-23	Common Stock $0.01 Par Value (1851)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value - Restricted Stock Unit	14629	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified Stock Option (Right to Buy)	$12.97	2022-01-23	Common Stock $0.01 Par Value (37184)	37184	Direct

Footnotes

F1: Options vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.

F2: Grant of restricted stock will vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.

F3: Options vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.