ASSOCIATED BANC-CORP — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2018-02-01

Reporting Person: Crowley Michael T Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock $0.01 Par Value	A	676314	—	Acquired	676314	Direct
2018-02-01	Common Stock $0.01 Par Value	A	59728	—	Acquired	59728	Indirect
2018-02-01	Common Stock $0.01 Par Value	A	17503	—	Acquired	17503	Indirect
2018-02-01	Common Stock $0.01 Par Value	A	39743	—	Acquired	39743	Indirect
2018-02-01	Common Stock $0.01 Par Value	A	31311	—	Acquired	31311	Indirect
2018-02-01	Common Stock $0.01 Par Value	A	60332	—	Acquired	60332	Indirect
2018-02-01	401(k) Plan	A	67449	—	Acquired	67449	Indirect
2018-02-01	Common Stock $0.01 Par Value	A	4669	$25.70	Acquired	680983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Incentive Stock Option (Right to Buy)	$16.99	A	844	Acquired	2024-01-21	Common Stock $0.01 Par Value (844)	Direct

Footnotes

F1: On February 1, 2018, pursuant to the Agreement and Plan of Merger, dated as of July 20, 2017 (the "Merger Agreement"), by and between Associated Banc-Corp ("Associated") and Bank Mutual Corporation ("Bank Mutual"), Bank Mutual was merged with and into Associated, with Associated continuing as the surviving entity (the "Merger"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01, of Bank Mutual ("Bank Mutual Common Stock") was converted into the right to receive 0.422 shares of common stock, par value $0.01 per share, of Associated ("Associated Common Stock"), with cash paid in lieu of fractional shares.

F2: As trustee of a trust.

F3: Represents shares of Associated Common Stock held in Bank Mutual Corporation 401(k) Plan received by the Insider in the Merger in exchange for shares of Bank Mutual Common Stock formerly held in the plan, based on most recent plan report.

F4: Restricted Stock Units will become fully vested on the fourth anniversary of the grant. They are payable solely in shares of Associated Common Stock following the date the Insider ceases serving as a director.

F5: Represents a fully-vested option to acquire shares of Associated Common Stock received by the Insider in the Merger in exchange for a fully-vested option to purchase 2,000 shares of Bank Mutual Common Stock at an exercise price of $7.17 per share.