ASSOCIATED BANC-CORP — Director's Dealing 2013

Jan 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2013-01-22

Reporting Person: Smith Donna N. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock $0.01 Par Value	A	6401	—	Acquired	41528	Direct
2013-01-22	Common Stock $0.01 Par Value	A	3200	—	Acquired	44728	Direct
2013-01-23	Common Stock $0.01 Par Value	J	13627	—	Acquired	58355	Direct
2013-01-23	Common Stock $.01 Par Value - Restricted Stock Unit	J	13627	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-22	Non-qualified Stock Option (Right to Buy)	$14.02	A	23609	Acquired	2023-01-22	Common Stock $0.01 Par Value (23609)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Perpetual Preferred Stock Series B (ABW pr B)	1600	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 (34637)	34637	Direct

Footnotes

F1: Shares of restricted stock 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: Represents the time-based portion of performance-based restricted stock units which vest one year from the date of grant.

F3: Shares have been adjusted to reflect the settlement of performance-based restricted stock units that vested in accordance with the restricted stock unit award agreements.

F4: 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.