ASSOCIATED BANC-CORP — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2014-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Stock $0.01 Par Value	A	36721	—	Acquired	136509	Direct
2014-01-27	Common Stock $0.01 Par Value	A	18360	—	Acquired	154869	Direct
2014-01-27	Common Stock $0.01 Par Value	A	5532	—	Acquired	160401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-27	Non-qualified Stock Option (Right to Buy)	$17.02	A	161369	Acquired	2024-01-27	Common Stock $0.01 Par Value (161369)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	372337	Indirect

Footnotes

F1: Shares of restricted stock vest in annual increments over 4 years. 25% will vest on each anniversary after the grant date.

F2: Represents the time-based portion of performance-based restricted stock units, 34% of which vest on the second anniversary of the grant date, and the remaining 66% of which vest on the third anniversary of the grant date.

F3: Shares awarded pursuant to performance-based restricted stock units granted in 2013 that vested in accordance with the respective restricted stock unit award agreements.

F4: Options vest in annual increments over 4 years. 25% will vest on each anniversary after the grant date.