Sec Form 4 Filing - Cloninger Charles A @ INTEGRYS ENERGY GROUP, INC. - 2014-09-05

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

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1. Name and Address of Reporting Person Cloninger Charles A 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) Executive VP, Electric Segment (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 1,081 A $ 41.58 1,146.731 D Common Stock 09/05/2014 S 1,081 D $ 68 65.731 ( 1 ) D Common Stock 6,058.0036 ( 2 ) 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) $ 41.58 09/05/2014 M 1,081 02/11/2011( 3 ) 02/11/2020 Common Stock 1,081 $ 0 0 D Employee Stock Option (Right to buy) $ 49.4 02/10/2012( 3 ) 02/10/2021 Common Stock 5,392 5,392 D Employee Stock Option (Right to buy) $ 53.24 02/09/2013( 3 ) 02/09/2022 Common Stock 6,503 6,503 D Employee Stock Option (Right to buy) $ 56 02/14/2014( 3 ) 02/14/2023 Common Stock 7,896 7,896 D Employee Stock Option (Right to Buy) $ 55.23 02/13/2015( 3 ) 02/13/2024 Common Stock 6,806 6,806 D Performance Rights $ 0 ( 4 ) 01/01/2015( 4 ) 03/15/2015 Common Stock 2,193 2,193 D Performance Rights $ 0 ( 4 ) 01/01/2016( 4 ) 03/15/2016 Common Stock 2,798 2,798 D Performance Rights $ 0 ( 4 ) 01/01/2017( 4 ) 03/15/2017 Common Stock 2,721 2,721 D Phantom Stock Unit ( 5 ) ( 6 ) ( 6 ) Common Stock 4,628.6473 4,628.6473 ( 7 ) D Restricted Stock Units 2011 ( 8 ) 02/10/2012 02/10/2015 Common Stock 208.5701 208.5701 ( 9 ) D Restricted Stock Units 2012 ( 8 ) 02/09/2013 02/09/2016 Common Stock 423.2947 423.2947 ( 9 ) D Restricted Stock Units 2013 ( 8 ) 02/14/2014 02/14/2017 Common Stock 642.6892 642.6892 ( 9 ) D Restricted Stock Units 2014 ( 8 ) 02/13/2015 02/13/2018 Common Stock 814.4076 814.4076 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cloninger Charles A 700 NORTH ADAMS STREET P.O. BOX 19001 GREEN BAY, WI54307-9001 Executive VP, Electric Segment Signatures Dane E. Allen, as Power of Attorney for Mr. Cloninger 09/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance also reflects dividend reinvestment shares purchased on June 20, 2014. ( 2 )Balance reflects shares pertaining to the June 20, 2014 dividend and shares allocated on June 30, 2014 under the Company's Employee Stock Ownership Plan. ( 3 )The option vests in four equal annual installments beginning on the exercisable date. ( 4 )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. ( 5 )These phantom stock units convert to common stock on a one-for-one basis. ( 6 )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. ( 7 )Balance reflects dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan on June 20, 2014. ( 8 )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. ( 9 )Balance reflects the dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans on June 20, 2014.

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