Sec Form 4 Filing - Schmidt Paul Gregory @ ASSOCIATED BANC-CORP - 2019-02-05

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 Schmidt Paul Gregory 2. Issuer Name and Ticker or Trading Symbol ASSOCIATED BANC-CORP [ ASB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) ASSOCIATED BANC-CORP, 433 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2019 (Street) GREEN BAY, WI54301 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 $0.01 Par Value 02/05/2019 D 2,157 D 14,197 D Common Stock $0.01 Par Value 02/05/2019 A( 2 ) 6,576 A $ 0 20,773 D

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 Non-qualified Stock Option (Right to Buy) $ 22.01 02/05/2019 A 20,382 ( 3 ) 02/05/2029 Common Stock $0.01 Par Value 20,382 $ 22.01 20,382 D Phantom Stock Unit ( 4 ) 02/05/2019 A 12,815 ( 5 ) ( 6 ) Common Stock $0.01 Par Value 12,815 $ 0 12,815 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schmidt Paul Gregory ASSOCIATED BANC-CORP 433 MAIN STREET GREEN BAY, WI54301 Executive Vice President Signatures /s/ Lynn M. Floeter, attorney-in-fact for Paul G. Schmidt 02/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )"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 12,815 shares of common stock and received instead 12,815 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. ( 2 )Includes 6,576 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020. ( 3 )Option vests in four equal annual installments beginning on February 8, 2020. ( 4 )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. ( 5 )Stock units are 100% vested at the time of the acquisition. ( 6 )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.

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.