Sec Form 4 Filing - Caro Jodi J @ INTEGRYS HOLDING, INC. - 2015-06-29

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 Caro Jodi J 2. Issuer Name and Ticker or Trading Symbol INTEGRYS HOLDING, INC. [ TEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP - Genl Counsel & Secy (Last) (First) (Middle) 200 EAST RANDOLPH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2015 (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 06/29/2015 D 4,736.0008 D $ 0 ( 1 ) 0 D Common Stock 06/29/2015 D 2,266.0484 D $ 0 ( 1 ) 0 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 Restricted Stock Units 2012 ( 2 ) 06/29/2015 D 196.918 ( 3 ) 02/09/2013 02/09/2016 Common Stock 196.918 $ 0 0 D Restricted Stock Units 2013 ( 2 ) 06/29/2015 D 603.2901 ( 3 ) 02/14/2014 02/14/2017 Common Stock 603.2901 $ 0 0 D Restricted Stock Units 2014 ( 2 ) 06/29/2015 D 1,387.5125 ( 3 ) 02/13/2015 02/13/2018 Common Stock 1,387.5125 $ 0 0 D Restricted Stock Units 2015 ( 2 ) 06/29/2015 D 6,597.2789 ( 3 ) 02/12/2016 02/12/2019 Common Stock 6,597.2789 $ 0 0 D Performance Rights $ 0 ( 4 ) 06/29/2015 D 3,808 01/01/2016 03/15/2016 Common Stock 3,808 $ 0 0 D Performance Rights $ 0 ( 4 ) 06/29/2015 D 5,952 01/01/2017 03/15/2017 Common Stock 5,952 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Caro Jodi J 200 EAST RANDOLPH STREET CHICAGO, IL60601 VP - Genl Counsel & Secy Signatures Dane E. Allen, as Power of Attorney for Ms. Caro 07/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, the outstanding shares of Integrys common stock were automatically converted into the right to receive allocations of the merger consideration, consisting of 1.128 WEC Energy Group shares and $18.58 cash per share (referred to as the "merger consideration"). ( 2 )Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, restricted stock units (whether or not vested) were canceled and automatically converted into the right to receive a cash payment equal to the value of the merger consideration. ( 3 )Reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans. ( 4 )Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, performance rights (whether or not vested) were canceled and automatically converted into the right to receive a cash payment equal to the value of the merger consideration, with the final award (a) for 2013 performance rights at 148% of the reported target award and (b) for 2014 performance rights at 200% of the reported target award.

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.