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: Hanson Breck F. (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	12791	—	Acquired	29788	Direct
2017-02-06	Common Stock $0.01 Par Value	F	3439	$25.20	Disposed	26349	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	19188	Acquired	2027-02-06	Common Stock $0.01 Par Value (19188)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	40356	Indirect

Footnotes

F1: Includes 8,823 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2014 and 3,968 shares underlying time-based RSUs ("TRSUs") granted in 2017, which will vest in four equal annual installments beginning on February 8, 2018.

F2: Shares were surrendered to satisfy tax withholding obligations arising from the vesting of restricted stock.

F3: Option vests in four equal annual installments beginning on February 8, 2018.