SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INTEGRYS HOLDING, INC. [ TEG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/29/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/29/2015 | D | 1,228.9657(1) | D | $0.00(2) | 0 | D | |||
| Common Stock | 06/29/2015 | D | 7,222.1123(3) | D | $0.00(2) | 0 | I | By Employee Stock Ownership Plan | ||
| Common Stock | 06/29/2015 | D | 80 | D | $0.00(2) | 0 | I | Daniel J. Verbanac & Jeanne M. Verbanac Rev. Trust U/A/D 1/15/04 | ||
| Common Stock | 05/21/2015 | G | V | 289 | D | $0.00 | 0(4) | I | Daniel J. & Jeanne M. Verbanac Rev. Trust U/A/D 1/15/2004 | |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Phantom Stock Unit | (5) | 06/29/2015 | D | 28,453.0812(6) | (5) | (5) | Common Stock | 28,453.0812 | $0.00 | 0 | D | ||||
| Restricted Stock Units 2012 | (7) | 06/29/2015 | D | 528.9235(8) | 02/09/2013 | 02/09/2016 | Common Stock | 528.9235 | $0.00 | 0 | D | ||||
| Restricted Stock Units 2013 | (7) | 06/29/2015 | D | 1,000.2297(8) | 02/14/2014 | 02/14/2017 | Common Stock | 1,000.2297 | $0.00 | 0 | D | ||||
| Restricted Stock Units 2014 | (7) | 06/29/2015 | D | 1,427.8842(8) | 02/13/2015 | 02/13/2018 | Common Stock | 1,427.8842 | $0.00 | 0 | D | ||||
| Restricted Stock Units 2015 | (7) | 06/29/2015 | D | 6,378.2187(8) | 02/12/2016 | 02/12/2019 | Common Stock | 6,378.2187 | $0.00 | 0 | D | ||||
| Performance Rights | $0.00(9) | 06/29/2015 | D | 6,297 | 01/01/2016 | 03/15/2016 | Common Stock | 6,297 | $0.00 | 0 | D | ||||
| Performance Rights | $0.00(9) | 06/29/2015 | D | 6,123 | 01/01/2017 | 03/15/2017 | Common Stock | 6,123 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects dividend reinvestment shares which are acquired on a quarterly basis. |
| 2. 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"). |
| 3. Reflects shares pertaining to the quarterly dividend and periodic earnings adjustments and share allocations under the Company's Employee Stock Ownership Plan. |
| 4. Reflects the sale of .904 fractional share in connection with the gift of shares. The ending balance was also adjusted by 35 shares to reflect an administrative error. |
| 5. Pursuant to the merger between Integrys Energy Group and Wisconsin Energy Corporation, as of the closing date, phantom 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, payable in accordance with the terms of the Company's Deferred Compensation Plan. |
| 6. Reflects the quarterly dividend paid on phantom stock units and reinvested in additional phantom stock units, under the Company's Deferred Compensation Plan. |
| 7. 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. |
| 8. Reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans. |
| 9. 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. |
| Remarks: |
| Dane E. Allen, as Power of Attorney for Mr. Verbanac | 07/01/2015 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||