ASSOCIATED BANC-CORP — Director's Dealing 2013

Aug 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2013-08-06

Reporting Person: McKeag Bryan (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-31	Common Stock $0.01 Par Value	J	1.79	—	Disposed	5429.3	Indirect
2013-08-06	Common Stock $0.01 Par Value	F	676	—	Disposed	23643.681	Direct

Footnotes

F1: Total includes balance at August 2, 2013 (based on July 31, 2013, deferrals) in Insider's 401K Trust account. Although the number of shares reported are less than the prior report, no sales or dispositions took place. Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan. NAV on July 31, 2013, was $16.94 per share.

F2: Shares were surrendered to satisfy tax withholding obligations arising from the vesting of restricted stock.