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 ^*

Caro Jodi J

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)
VP - Genl Counsel & Secy

(Last)

(First)

(Middle)

200 EAST RANDOLPH STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2014

(Street)

CHICAGO, IL 60601

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	11/10/2014		M		2,073	A	$ 48.36	6,667.7035	D
Common Stock	11/10/2014		M		4,775	A	$ 42.12	11,442.7035	D
Common Stock	11/10/2014		M		5,936	A	$ 41.58	17,378.7035	D
Common Stock	11/10/2014		S		12,784	D	$ 72.0167 ⁽¹⁾	4,594.7035	D
Common Stock	11/10/2014		M		3,497	A	$ 48.36	8,091.7035	D
Common Stock	11/10/2014		M		3,381	A	$ 49.4	11,472.7035	D
Common Stock	11/10/2014		M		5,839	A	$ 53.24	17,311.7035	D
Common Stock	11/10/2014		M		67	A	$ 55.23	17,378.7035	D
Common Stock	11/10/2014		S		12,784	D	$ 72.5144 ⁽²⁾	4,594.7035 ⁽³⁾	D
Common Stock								2,165.6635 ⁽⁴⁾	I	By Employee Stock Ownership Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 48.36

11/10/2014

2,073

02/14/2009⁽⁵⁾

02/14/2018

Common Stock

2,073

$ 0

3,497

Employee Stock Option (Right to buy)

$ 48.36

11/10/2014

3,497

02/14/2009⁽⁵⁾

02/14/2018

Common Stock

3,497

$ 0

Employee Stock Option (Right to buy)

$ 42.12

11/10/2014

4,775

02/12/2010⁽⁵⁾

02/12/2019

Common Stock

4,775

$ 0

Employee Stock Option (Right to buy)

$ 41.58

11/10/2014

5,936

02/11/2011⁽⁵⁾

02/11/2020

Common Stock

5,936

$ 0

Employee Stock Option (Right to buy)

$ 49.4

11/10/2014

3,381

02/10/2012⁽⁵⁾

02/10/2021

Common Stock

3,381

$ 0

Employee Stock Option (Right to buy)

$ 53.24

11/10/2014

5,839

02/09/2013⁽⁵⁾

02/09/2022

Common Stock

5,839

$ 0

Employee Stock Option (Right to Buy)

$ 55.23

11/10/2014

02/13/2015⁽⁵⁾

02/13/2024

Common Stock

$ 0

14,822

Employee Stock Option (Right to buy)

$ 56

02/14/2014⁽⁵⁾

02/14/2023

Common Stock

10,746

Performance Rights

$ 0 ⁽⁶⁾

01/01/2017⁽⁶⁾

03/15/2017

Common Stock

5,952

Performance Rights

$ 0 ⁽⁶⁾

01/01/2016⁽⁶⁾

03/15/2016

Common Stock

3,808

Performance Rights

$ 0 ⁽⁶⁾

01/01/2015⁽⁶⁾

03/15/2015

Common Stock

1,969

Restricted Stock Units 2011

⁽⁷⁾

02/10/2012

02/10/2015

Common Stock

132.2461

132.2461 ⁽⁸⁾

Restricted Stock Units 2012

⁽⁷⁾

02/09/2013

02/09/2016

Common Stock

383.1346

383.1346 ⁽⁸⁾

Restricted Stock Units 2013

⁽⁷⁾

02/14/2014

02/14/2017

Common Stock

881.9363

881.9363 ⁽⁸⁾

Restricted Stock Units 2014

⁽⁷⁾

02/13/2015

02/13/2018

Common Stock

1,800.4352

1,800.4352 ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Caro Jodi J 200 EAST RANDOLPH STREET CHICAGO, IL 60601			VP - Genl Counsel & Secy

Signatures

Dane E. Allen, as Power of Attorney for Ms. Caro		11/12/2014
^**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 weighted average sale price reflects multiple transactions at prices ranging from $72.00 - $72.06.
(2)	The weighted average sale price reflects multiple transactions at prices ranging from $72.50 - $72.54.
(3)	Balance also reflects dividend reinvestment shares purchased on a quarterly basis.
(4)	Balance reflects shares pertaining to the quarterly dividend and periodic earnings adjustments and share allocations under the Company's Employee Stock Ownership Plan.
(5)	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.
(6)	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.
(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.
(8)	Balance reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans.

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