FORD DIANE L 4

4 · INTEGRYS ENERGY GROUP, INC. · Filed Feb 16, 2012

Insider Transaction Report

Form 4

Period: 2012-02-14

INTEGRYS ENERGY GROUP, INC.TEG

FORD DIANE L

VP and Corporate Controller

Transactions

Exercise/Conversion
Common Stock
2012-02-14$53.68/sh+289.468$15,539→ 6,719.367 total
Exercise/Conversion
Restricted Stock Units 2008
2012-02-14$53.68/sh−289.468$15,539→ 0 total
→ Common Stock (289.468 underlying)
Tax Payment
Common Stock
2012-02-14$53.68/sh−111.156$5,967→ 6,608.211 total

Holdings

Common Stock
(indirect: by Stk Invest Plan)
476.914
Employee Stock Option (Right to buy)
Exercise: $41.58From: 2011-02-11Exp: 2020-02-11→ Common Stock (11,468 underlying)
11,468
Employee Stock Option (Right to buy)
Exercise: $42.12From: 2010-02-12Exp: 2019-02-12→ Common Stock (11,900 underlying)
11,900
Restricted Stock Units 2012
→ Common Stock (834 underlying)
834
Restricted Stock Units 2011
→ Common Stock (670.589 underlying)
670.589
Employee Stock Option (Right to buy)
Exercise: $52.73From: 2007-12-07Exp: 2016-12-07→ Common Stock (9,130 underlying)
9,130
Employee Stock Option (Right to buy)
Exercise: $58.65From: 2008-05-17Exp: 2017-05-17→ Common Stock (3,119 underlying)
3,119
Performance Rights
Exercise: $0.00From: 2013-01-01Exp: 2013-06-30→ Common Stock (3,115 underlying)
3,115
Performance Rights
Exercise: $0.00From: 2015-01-01Exp: 2015-06-30→ Common Stock (2,446 underlying)
2,446
Restricted Stock Units 2009
→ Common Stock (284.282 underlying)
284.282
Restricted Stock Units 2010
→ Common Stock (548.366 underlying)
548.366
Common Stock
(indirect: By ESOP)
5,027.697
Employee Stock Option (Right to buy)
Exercise: $44.73From: 2004-12-10Exp: 2013-12-10→ Common Stock (6,332 underlying)
6,332
Employee Stock Option (Right to buy)
Exercise: $48.11From: 2005-12-08Exp: 2014-12-08→ Common Stock (7,433 underlying)
7,433
Employee Stock Option (Right to buy)
Exercise: $53.24From: 2013-02-09Exp: 2022-02-09→ Common Stock (7,252 underlying)
7,252
Phantom Stock Unit
→ Common Stock (11,411.85 underlying)
11,411.85
Employee Stock Option (Right to buy)
Exercise: $48.36From: 2009-02-14Exp: 2018-02-14→ Common Stock (13,882 underlying)
13,882
Employee Stock Option (Right to buy)
Exercise: $49.40From: 2012-02-10Exp: 2021-02-10→ Common Stock (6,532 underlying)
6,532
Employee Stock Option (Right to buy)
Exercise: $54.85From: 2006-12-07Exp: 2015-12-07→ Common Stock (8,036 underlying)
8,036
Performance Rights
Exercise: $0.00From: 2012-01-01Exp: 2012-06-30→ Common Stock (2,820 underlying)
2,820
Performance Rights
Exercise: $0.00From: 2014-01-01Exp: 2014-06-30→ Common Stock (2,295 underlying)
2,295

Footnotes (22)

[F1]Reflects the withholding of shares to satisfy tax payment for vested shares of Restricted Stock Units (RSU) under the Company's Omnibus Incentive Compensation Plan.
[F10]The option vests in four equal annual installments beginning on December 7, 2007.
[F11]The option vests in four equal annual installments beginning on February 9, 2013.
[F12]The option vests in four equal annual installments beginning on December 7, 2006.
[F13]The option vests in four equal annual installments beginning on May 17, 2008.
[F14]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 target award.
[F15]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 target award.
[F16]These phantom stock units convert to common stock on a one-for-one basis.
[F17]Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service.
[F18]Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service.
[F19]The restricted stock units vest in four equal annual installments beginning on February 12, 2010.
[F2]Each restricted stock unit represent a contingent right to receive one share of Company common stock.
[F20]The restricted stock units vest in four equal annual installments beginning on February 11, 2011.
[F21]The restricted stock units vest in four equal annual installments beginning on February 10, 2012.
[F22]The restricted stock units vest in four equal annual installments beginning on February 9, 2013.
[F3]The restricted stock units vest in four equal annual installments beginning on February 14, 2009.
[F4]The option vests in four equal annual installments beginning on February 11, 2011.
[F5]The option vests in four equal annual installments beginning on February 12, 2010.
[F6]The option vests in four equal annual installments beginning on December 10, 2004.
[F7]The option vests in four equal annual installments beginning on December 8, 2005.
[F8]The option vests in four equal annual installments beginning on February 14, 2009.
[F9]The option vests in four equal annual installments beginning on February 10, 2012.

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