ASSOCIATED BANC-CORP — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2015-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-02	Common Stock $0.01 Par Value	A	15254	—	Acquired	26997	Direct
2015-02-02	Common Stock $0.01 Par Value	F	2352	$17.24	Disposed	24645	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-02	Non-qualified Stock Option (Right to Buy)	$17.24	A	30333	Acquired	2025-02-02	Common Stock $0.01 Par Value (30333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	43586	Indirect

Footnotes

F1: Includes 7,446 shares awarded pursuant to vesting of previously granted performance based restricted stock units ("RSUs"); 2,603 shares attributable to the time-based portion of RSUs granted in 2015; and 5,205 shares of restricted stock granted in 2015, which vests in four equal annual installments beginning on February 8, 2016.

F2: Shares were surrendered to satisfy tax withholding obligations resulting from the vesting of awards.

F3: Option vests in four equal annual installments beginning on February 8, 2016.