ASSOCIATED BANC-CORP — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2017-02-06

Reporting Person: PAYNE JAMES SPENCER JR. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock $0.01 Par Value	A	5208	—	Acquired	10538.101	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-06	Non-qualified Stock Option (Right to Buy)	$25.20	A	16790	Acquired	2027-02-06	Common Stock $0.01 Par Value (16790)	Direct

Footnotes

F1: Includes 1,736 shares attributable to the time-based portion, of PRSUs granted in 2017, and 3,472 shares underlying time-based RSUs ("TRSUs") granted in 2017, which will vest in four equal annual installments beginning on February 8, 2018.

F2: Option vests in four equal annual installments beginning on February 8, 2018.