ASSOCIATED BANC-CORP — Director's Dealing 2016

Feb 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2016-02-01

Reporting Person: Utz John A. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock $0.01 Par Value	A	22885	—	Acquired	64427	Direct
2016-02-02	Common Stock $0.01 Par Value	F	555	$16.88	Disposed	63872	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Non-qualified Stock Option (Right to Buy)	$17.38	A	38135	Acquired	2026-02-01	Common Stock $0.01 Par Value (38135)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	8777	Indirect

Footnotes

F1: Includes 11881 shares awarded pursuant to vesting of previously granted performance based restricted stock units ("RSUs"); 3668 shares attributable to the time-based portion of RSUs granted in 2016; and 7336 shares of restricted stock granted in 2016, which vests in four equal annual installments beginning on February 8, 2017.

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, 2017.