ASSOCIATED BANC-CORP — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASB)
CIK: 0000007789
Period of Report: 2020-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock $0.01 Par Value	A	94299	—	Acquired	316145	Direct
2020-02-05	Common Stock $0.01 Par Value	F	35016	$20.32	Disposed	281129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Non-qualified Stock Option (Right to Buy)	$20.32	A	248583	Acquired	2030-02-04	Common Stock $0.01 Par Value (248583)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	519965	Indirect

Footnotes

F1: Includes 62,004 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2017 and 32,295 shares Time-based RSUs ("TRSUs") granted in 2020, which will vest in four equal annual installments beginning on February 8, 2021, 100% of which the reporting person has elected to defer upon vesting and which will remain in the Executive's Deferred Compensation Plan until distributed pursuant to the reporting person's distribution election on file.

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, 2021