Edgar Filing: INTEGRYS ENERGY GROUP, INC.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BORGARD LAWRENCE T

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)
President & COO

(Last)

(First)

(Middle)

700 NORTH ADAMS STREET, P. O. BOX 19001

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2014

(Street)

GREEN BAY, WI 54307-9001

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2014		M⁽¹⁾		7,497	A	$ 53.24	10,193.0986	D
Common Stock	10/28/2014		S⁽¹⁾		7,497	D	$ 70.5068 ⁽²⁾	2,696.0986	D
Common Stock								6,146.0607	I	By Employee Stock Ownership Plan

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to buy)

$ 53.24

10/28/2014

M⁽¹⁾

7,497

02/09/2013⁽³⁾

02/09/2022

Common Stock

7,497

$ 0

15,688

Employee Stock Option (Right to buy)

$ 49.4

02/10/2012⁽³⁾

02/10/2021

Common Stock

3,308

Employee Stock Option (Right to buy)

$ 56

02/14/2014⁽³⁾

02/14/2023

Common Stock

35,553

Employee Stock Option (Right to Buy)

$ 55.23

02/13/2015⁽³⁾

02/13/2024

Common Stock

37,615

Performance Rights

$ 0 ⁽⁴⁾

01/01/2017⁽⁴⁾

03/15/2017

Common Stock

15,038

Performance Rights

$ 0 ⁽⁴⁾

01/01/2016⁽⁴⁾

03/15/2016

Common Stock

12,600

Performance Rights

$ 0 ⁽⁴⁾

01/01/2015⁽⁴⁾

03/15/2015

Common Stock

10,582

Phantom Stock Unit

⁽⁵⁾

⁽⁶⁾

Common Stock

29,437.5633

Restricted Stock Units 2011

⁽⁷⁾

02/10/2012

02/10/2015

Common Stock

1,033.9271

Restricted Stock Units 2012

⁽⁷⁾

02/09/2013

02/09/2016

Common Stock

2,057.0684

Restricted Stock Units 2013

⁽⁷⁾

02/14/2014

02/14/2017

Common Stock

2,922.0975

Restricted Stock Units 2014

⁽⁷⁾

02/13/2015

02/13/2018

Common Stock

4,548.6308

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BORGARD LAWRENCE T 700 NORTH ADAMS STREET P. O. BOX 19001 GREEN BAY, WI 54307-9001			President & COO

Signatures

Dane E. Allen, as Power of Attorney for Mr. Borgard		10/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2014.
(2)	The weighted average sale price reflects multiple transactions at prices ranging from $70.50 - $70.525.
(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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