Sec Form 4 Filing - Guc William J @ INTEGRYS ENERGY GROUP, INC. - 2014-09-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Guc William J
2. Issuer Name and Ticker or Trading Symbol
INTEGRYS ENERGY GROUP, INC. [ TEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President & Treasurer
(Last) (First) (Middle)
700 NORTH ADAMS STREET, P. O. BOX 19001
3. Date of Earliest Transaction (MM/DD/YY)
09/05/2014
(Street)
GREEN BAY, WI54307-9001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2014 M 2,847 A $ 49.4 5,252.9145 D
Common Stock 09/05/2014 S 2,847 D $ 68.1899 ( 1 ) 2,405.9145 D
Common Stock 09/08/2014 M 2,298 A $ 53.24 4,703.9145 D
Common Stock 09/08/2014 S 2,298 D $ 68 2,405.9145 ( 2 ) D
Common Stock 2,902.9233 ( 3 ) I By Employee Stock Ownership Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $ 49.4 09/05/2014 M 2,847 02/10/2012( 4 ) 02/10/2021 Common Stock 2,847 $ 0 946 D
Employee Stock Option (Right to buy) $ 53.24 09/08/2014 M 2,298 02/09/2013( 4 ) 02/09/2022 Common Stock 2,298 $ 0 2,295 D
Employee Stock Option (Right to buy) $ 56 02/14/2014( 4 ) 02/14/2023 Common Stock 5,205 5,205 D
Employee Stock Option (Right to Buy) $ 55.23 02/13/2015( 4 ) 02/13/2024 Common Stock 4,486 4,486 D
Performance Rights $ 0 ( 5 ) 01/01/2016( 5 ) 03/15/2016 Common Stock 1,844 1,844 D
Performance Rights $ 0 ( 5 ) 01/01/2017( 5 ) 03/15/2017 Common Stock 1,794 1,794 D
Performance Rights $ 0 ( 5 ) 01/01/2015( 5 ) 03/15/2015 Common Stock 1,549 1,549 D
Phantom Stock Unit ( 6 ) ( 7 ) ( 7 ) Common Stock 4,737.5156 4,737.5156 ( 8 ) D
Restricted Stock Units 2011 ( 9 ) 02/10/2012 02/10/2015 Common Stock 144.1006 144.1006 ( 10 ) D
Restricted Stock Units 2012 ( 9 ) 02/09/2013 02/09/2016 Common Stock 297.9993 297.9993 ( 10 ) D
Restricted Stock Units 2013 ( 9 ) 02/14/2014 02/14/2017 Common Stock 423.1027 423.1027 ( 10 ) D
Restricted Stock Units 2014 ( 9 ) 02/13/2015 02/13/2018 Common Stock 537.1407 537.1407 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guc William J
700 NORTH ADAMS STREET
P. O. BOX 19001
GREEN BAY, WI54307-9001
Vice President & Treasurer
Signatures
Dane E. Allen, as Power of Attorney for Mr. Guc 09/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The weighted average sale price reflects multiple transactions at prices ranging from $68.135 - $68.23.
( 2 )Balance also reflects dividend reinvestment shares purchased on March 20 and June 20, 2014.
( 3 )Balance reflects shares pertaining to the March 20 and June 20, 2014 dividend and shares allocated on March 31 and June 30, 2014 under the Company's Employee Stock Ownership Plan.
( 4 )The option vests in four equal annual installments beginning on the exercisable date.
( 5 )Performance stock rights represent the right to receive shares of common stock of the Company, in the event certain performance goals are satisfied. These goals are based on Company performance against an established industry benchmark, over a three year performance period. The final award of shares issued can be between 0% and 200% of the reported target award.
( 6 )These phantom stock units convert to common stock on a one-for-one basis.
( 7 )Upon retirement or termination of service, distribution of phantom stock units will commence in January of the year that is both (1) following the calendar year in which service terminates with the Company, and (2) at least six months following termination, or later if the participant selected a later date.
( 8 )Balance reflects dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan on March 20 and June 20, 2014.
( 9 )Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.
( 10 )Balance reflects the dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans on March 20 and June 20, 2014.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.