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ASSOCIATED BANC-CORP Director's Dealing 2017

Feb 8, 2017

31126_dirs_2017-02-08_ad20ff48-9c26-41f2-b38c-3819b76b59c9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FLYNN PHILIP B (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-06 Common Stock $0.01 Par Value A 105063 Acquired 231564 Direct
2017-02-06 Common Stock $0.01 Par Value F 35231 $25.20 Disposed 196333 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 119929 Acquired 2027-02-06 Common Stock $0.01 Par Value (119929) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock $0.01 Par Value 491449 Indirect

Footnotes

F1: Includes 67,862 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2014; 12,400 shares attributable to the time-based portion, of PRSUs granted in 2017, and 24,801 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.