ASSOCIATED BANC-CORP — Director's Dealing 2018

Feb 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2018-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-06	Common Stock $0.01 Par Value	A	10803	—	Acquired	50061	Direct
2018-02-06	Common Stock $0.01 Par Value	F	2022	$24.25	Disposed	48039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-06	Non-qualified Stock Option (Right to Buy)	$24.25	A	28818	Acquired	2028-02-06	Common Stock $0.01 Par Value (28818)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	9966	Indirect

Footnotes

F1: Includes 2,918 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2015; 2,628 shares attributable to the time-based portion, of PRSUs granted in 2018, and 5,257 shares underlying time-based RSUs ("TRSUs") granted in 2018, which will vest in four equal annual installments beginning on February 8, 2019

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, 2019.