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ASSOCIATED BANC-CORP Director's Dealing 2013

Jan 24, 2013

31126_dirs_2013-01-24_ba7b9c6f-f85b-47b5-b0e5-7731dc8d5d13.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FLYNN PHILIP B (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-22 Common Stock $0.01 Par Value A 37892 Acquired 80842 Direct
2013-01-22 Common Stock $0.01 Par Value A 18946 Acquired 99788 Direct
2013-01-23 Common Stock $0.01 Par Value J 81919 Acquired 181707 Direct
2013-01-23 Common Stock $.01 Par Value - Restricted Stock Unit J 81919 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 139747 Acquired 2023-01-22 Common Stock $0.01 Par Value (139747) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock $0.01 Par Value 331131 Indirect
Perpetual Preferred Stock Series B (ABW pr B) 40000 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 (208214) 208214 Direct

Footnotes

F1: Total has been adjusted since Insider's last reporting to reflect the transfer of shares into the Insider's Trust account registration.

F2: 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.

F3: Represents the time-based portion of performance-based restricted stock units which vest one year from the date of grant.

F4: 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.

F5: 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.