ASSOCIATED BANC-CORP — Director's Dealing 2015

May 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2015-05-14

Reporting Person: Yee James (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-14	Common Stock $0.01 Par Value	M	19656	$12.89	Acquired	69255	Direct
2015-05-14	Common Stock $0.01 Par Value	S	19656	$19.21	Disposed	49599	Direct
2015-05-14	Common Stock $0.01 Par Value	F	3407	$19.26	Disposed	46192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-14	Non-qualified Stock Option (Right to Buy)	$12.89	M	19656	Disposed	2022-05-14	Common Stock $0.01 Par Value (19656)	Direct

Footnotes

F1: Shares were surrendered to satisfy tax withholding obligations arising from the vesting of restricted stock.

F2: Stock Options vested 50% on the third anniversary after the grant date and the remaining 50% will vest on the fifth anniversary after the grant date.