Sec Form 4 Filing - SCHROCK CHARLES A @ INTEGRYS ENERGY GROUP, INC. - 2014-10-23

Insider filing report for Changes in Beneficial Ownership
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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
SCHROCK 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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
200 EAST RANDOLPH STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2014
(Street)
CHICAGO, IL60601
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 10/23/2014 M( 1 ) 14,420 A $ 56 43,925.6517 D
Common Stock 10/23/2014 S( 1 ) 14,420 D $ 69.7308 ( 2 ) 29,505.6517 D
Common Stock 7,371.5809 I By Employee Stock Ownership Plan
Common Stock 2,198.606 I by Stock Investment 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) $ 56 10/23/2014 M( 1 ) 14,420 02/14/2014( 3 ) 02/14/2023 Common Stock 14,420 $ 0 64,320 D
Employee Stock Option (Right to buy) $ 41.58 02/11/2011( 3 ) 02/11/2020 Common Stock 107,125 107,125 D
Employee Stock Option (Right to buy) $ 49.4 02/10/2012( 3 ) 02/10/2021 Common Stock 15,339 15,339 D
Employee Stock Option (Right to buy) $ 53.24 02/09/2013( 3 ) 02/09/2022 Common Stock 37,843 37,843 D
Employee Stock Option (Right to Buy) $ 55.23 02/13/2015( 3 ) 02/13/2024 Common Stock 73,922 73,922 D
Performance Rights $ 0 ( 4 ) 01/01/2016( 4 ) 03/15/2016 Common Stock 30,392 30,392 D
Performance Rights $ 0 ( 4 ) 01/01/2017( 4 ) 03/15/2017 Common Stock 29,552 29,552 D
Performance Rights $ 0 ( 4 ) 01/01/2015( 4 ) 03/15/2015 Common Stock 25,524 25,524 D
Phantom Stock Unit ( 5 ) ( 6 ) ( 6 ) Common Stock 101,239.0898 101,239.0898 D
Restricted Stock Units 2011 ( 7 ) 02/10/2012 02/10/2015 Common Stock 2,397.2687 2,397.2687 D
Restricted Stock Units 2012 ( 7 ) 02/09/2013 02/09/2016 Common Stock 4,962.5068 4,962.5068 D
Restricted Stock Units 2013 ( 7 ) 02/1 4/2014 02/14/2017 Common Stock 7,047.7465 7,047.7465 D
Restricted Stock Units 2014 ( 7 ) 02/13/2015 02/13/2018 Common Stock 8,939.1293 8,939.1293 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHROCK CHARLES A
200 EAST RANDOLPH STREET
CHICAGO, IL60601
X Chairman and CEO
Signatures
Dane E. Allen, as Power of Attorney for Mr. Schrock 10/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2014.
( 2 )The weighted average sale price reflects multiple transactions at prices ranging from $69.70 - $69.7701.
( 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 )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.

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