ASSOCIATED BANC-CORP — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2019-02-05

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock $0.01 Par Value	D	1420	—	Disposed	37154	Direct
2019-02-05	Common Stock $0.01 Par Value	A	15241	—	Acquired	52395	Direct
2019-02-05	Common Stock $0.01 Par Value	F	2796	$22.01	Disposed	49599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-05	Non-qualified Stock Option (Right to Buy)	$22.01	A	25559	Acquired	2029-02-05	Common Stock $0.01 Par Value (25559)	Direct
2019-02-05	Phantom Stock Unit	$	A	9856	Acquired		Common Stock $0.01 Par Value (9856)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	41299	Indirect
Common Stock $0.01 Par Value	5957	Indirect
Common Stock $0.01 Par Value	0	Indirect

Footnotes

F1: "Stock units" awarded under Deferred Compensation Plan. Upon the vesting of restricted stock units granted to the Insider on 2/1/2016, the person deferred the receipt of 16,874 shares of common stock and received instead 16,874 shares of phantom stock units under the Deferred Compensation Plan. The portion of the restricted stock units that were time-based reported as common stock on Table I on the date of grant. As a result, the Insider is reporting the disposition of such previously reported shares of common stock in exchange for an equal number of shares of phantom stock units.

F2: Includes 8,438 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2016 and 6,803 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020.

F3: Shares were surrendered to satisfy tax withholding obligations resulting from the vesting of awards.

F4: Option vests in four equal annual installments beginning on February 8, 2020.

F5: Each share of phantom stock represents a right to receive one share of common stock, or at Associated Banc-Corp's election, the cash value thereof.

F6: Stock units are 100% vested at the time of the acquisition.

F7: Phantom stock units will remain in the Insider's Stock Plan Services plan until separation and be distributed pursuant to the Insider's distribution election on file.