Sec Form 4 Filing - MIKULSKY PHILLIP M @ INTEGRYS ENERGY GROUP, INC. - 2014-11-10

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
MIKULSKY PHILLIP M
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)
Exec VP Corp Init & Chf Sec Of
(Last) (First) (Middle)
700 NORTH ADAMS STREET, P. O. BOX 19001
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2014
(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 11/10/2014 M 4,067 A $ 49.4 4,080.02 D
Common Stock 11/10/2014 M 9,030 A $ 53.24 13,110.02 D
Common Stock 11/10/2014 S 13,097 D $ 72.5145 ( 1 ) 13.02 ( 2 ) D
Common Stock 6,703.3102 ( 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 Securit y: 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 11/10/2014 M 4,067 02/10/2012( 4 ) 02/10/2021 Common Stock 4,067 $ 0 0 D
Employee Stock Option (Right to buy) $ 53.24 11/10/2014 M 9,030 02/09/2013( 4 ) 02/09/2022 Common Stock 9,030 $ 0 0 D
Employee Stock Option (Right to buy) $ 56 02/14/2014( 4 ) 02/14/2023 Common Stock 15,348 15,348 D
Employee Stock Option (Right to Buy) $ 55.23 02/13/2015( 4 ) 02/13/2024 Common Stock 17,639 17,639 D
Performance Rights $ 0 ( 5 ) 01/01/2016( 5 ) 03/15/2016 Common Stock 7,252 7,252 D
Performance Rights $ 0 ( 5 ) 01/01/2017( 5 ) 03/15/2017 Common Stock 7,052 7,052 D
Performance Rights $ 0 ( 5 ) 01/01/2015( 5 ) 03/15/2015 Common Stock 6,091 6,091 D
Phantom Stock Unit ( 6 ) ( 7 ) ( 7 ) Common Stock 36,171.4088 36,171.4088 ( 8 ) D
Restricted Stock Units 2011 ( 9 ) 02/10/2012 02/10/2015 Common Stock 634.8156 634.8156 ( 10 ) D
Restricted Stock Units 2012 ( 9 ) 02/09/2013 02/09/2016 Common Stock 1,184.1826 1,184.1826 ( 10 ) D
Restricted Stock Units 2013 ( 9 ) 02/14/2014 02/14/2017 Common Stock 1,681.3986 1,681.3986 ( 10 ) D
Restricted Stock Units 2014 ( 9 ) 02/13/2015 02/13/2018 Common Stock 2,133.2366 2,133.2366 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIKULSKY PHILLIP M
700 NORTH ADAMS STREET
P. O. BOX 19001
GREEN BAY, WI54307-9001
Exec VP Corp Init & Chf Sec Of
Signatures
Dane E. Allen, as Power of Attorney for Mr. Mikulsky 11/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The weighted average sale price reflects multiple transactions at prices ranging from $72.50 - $72.54.
( 2 )Balance also reflects dividend reinvestment shares purchased on a quarterly basis.
( 3 )Balance reflects shares pertaining to the quarterly dividend and periodic earnings adjustments under the Company's Employee Stock Ownership Plan.
( 4 )Effective October 24, 2014, the Board of Directors accelerated the vesting of all the outstanding stock options, and all outstanding stock options are now fully vested.
( 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 quarterly dividends paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan.
( 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 quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans.

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.