UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Washington,~~ Form ~~D.C.~~8-K Current ~~20549~~Report

FORM 8-K CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

February 1, 2018 Date of Report: ~~January~~(Date ~~18,~~of ~~2018~~earliest event reported)

BANK MUTUAL CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	000-31207	39-2004336
WISCONSIN	000-31207	39-2004336
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number	Identification No.)

4949 West Brown Deer Road, Milwaukee, Wisconsin		53223
(Address of principal executive offices)		(Zip Code)

4949 West Brown Deer Road

~~Registrant’s telephone number~~Milwaukee, ~~including area~~Wisconsin ~~code: (414)~~53223 ~~354-1500~~

(Address and zip code of principal executive offices)

(414) 354-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a-12~~405 ~~under~~of the ~~Exchange~~Securities Act of 1933 (17§230.405 ~~CFR~~of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.~~14a~~12b-122 of this chapter).

¨Emerging growth ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~company ¨

¨If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ¨

~~Indicate~~Introductory ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230~~Note.~~405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).~~

¨This ~~Emerging~~Current ~~growth~~Report on ~~company~~Form 8-K is being filed in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 20, 2017 (the “Merger Agreement”), by and between Bank Mutual Corporation, a Wisconsin corporation (the “BKMU”), and Associated Banc-Corp, a Wisconsin corporation (“Associated”). Effective February 1, 2018, pursuant to the terms of the Merger Agreement, BKMU was merged with and into Associated (the “Merger”), with Associated continuing as the surviving entity in the Merger. Following the Merger, Bank Mutual's wholly owned banking subsidiary will merge with and into Associated's wholly owned banking subsidiary, Associated Bank, N.A. (the “Bank Merger”), with Associated Bank, N.A. continuing as the surviving entity in the Bank Merger. The Bank Merger is expected to occur in late second quarter or early third quarter 2018.

IfOn anthe ~~emerging~~terms ~~growth company,~~and ~~indicate~~subject byto ~~check~~the ~~mark~~conditions ifset forth in the ~~registrant~~Merger ~~has~~Agreement, ~~elected~~at ~~not~~the toeffective ~~use~~time of the ~~extended~~Merger ~~transition~~(the ~~period~~“Effective Time”), each share of common stock, par value $0.01, of Bank Mutual, except for ~~complying~~shares ~~with~~of ~~any~~BKMU’s ~~new~~common orstock ~~revised~~held in BKMU’s ~~financial~~treasury ~~accounting~~or ~~standards~~owned ~~provided~~directly ~~pursuant~~or toindirectly ~~Section~~by 13Associated (other than shares of BKMU’s common stock held in a fiduciary capacity or in connection with debts previously contracted), ofwas converted into the ~~Exchange~~right ~~Act~~to ¨receive 0.422 fully paid and nonassessable shares of common stock, par value $0.01 per share, of Associated, with cash paid in lieu of fractional shares (the “Merger Consideration”).

~~Item~~At 2the Effective Time, each outstanding restricted share of BKMU’s common stock vested in accordance with its terms and was converted into 0.02422 shares of Associated’s common stock, less applicable tax withholdings. ~~Results~~ In addition, at the Effective Time, each outstanding BKMU stock option vested in accordance with its terms and was converted into an option to purchase Associated’s common stock, with the number of ~~Operations~~shares and ~~Financial~~exercise ~~Condition~~price adjusted to reflect the transaction in accordance with the terms of the Merger Agreement.

OnThe ~~January~~foregoing summary ~~17,~~of ~~2018,~~the ~~Bank~~Merger ~~Mutual~~Agreement ~~Corporation~~does ~~announced~~not ~~its~~purport ~~results for~~to ~~the~~be ~~three~~complete and ~~Twelve~~is ~~months~~qualified ~~ended~~in ~~December~~its ~~31,~~entirety ~~2017.~~by Areference ~~copy~~to the complete text of ~~Bank~~the ~~Mutual’s~~Merger ~~related~~Agreement, ~~press~~which ~~release~~was isfiled ~~furnished~~as Exhibit 2.1 to the ~~Commission~~ Current Report on Form 8-K filed by ~~attaching~~BKMU iton asJuly ~~Exhibit~~26, ~~99.1~~2017 toand ~~this~~is incorporated ~~report~~herein by reference.

Item 9 2.01. ~~Financial~~Completion ~~Statements~~of ~~and~~Acquisition ~~Exhibits.~~or Disposition of Assets.

~~(d)~~The ~~Exhibits~~information set forth or incorporated by reference in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~The~~Item ~~following~~3.01 ~~exhibit~~Notice isof ~~furnished~~Delisting ~~as part~~or ofFailure ~~this~~to ~~Report~~Satisfy ona ~~Form~~Continued ~~8-K:~~Listing Rule or Standard; Transfer of Listing.

99 BKMU notified the Nasdaq Global Select Market (“Nasdaq”) that, at the Effective Time, each share of BKMU’s common stock, $0.101 ~~Press~~par ~~release~~value, issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration, and requested that the trading of BKMU’s common stock on the ~~registrant~~Nasdaq ~~dated~~be ~~January~~suspended 17prior to market open on February 1, 2018. ~~containing~~In ~~financial~~addition, ~~information~~BKMU ~~for~~requested that Nasdaq file a notification of removal from listing on Form 25 with the Securities ~~three~~and Exchange Commission (the “SEC”) to delist BKMU’s shares of common stock from Nasdaq and to ~~twelve~~deregister ~~month~~BKMU’s ~~periods~~Common ~~ended~~Stock ~~December~~under 31Section 12(b) of the Securities Exchange Act of 1934, ~~2017~~as amended (the “Exchange Act”). Accordingly, trading of BKMU’s common stock on Nasdaq was suspended prior to the opening of trading on February 1, 2018.

* Additionally, ~~* * * *~~Associated, as successor-in-interest to BKMU intends to file with the SEC certifications on Form 15 under the Exchange Act, requesting the deregistration of BKMU’s common stock under Section 12(g) of the Exchange Act and the suspension of BKMU’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable. The information set forth or incorporated by reference in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

2Item 3.03 Material Modification to Rights of Security Holders.

~~SIGNATURES~~The information set forth under or incorporated by reference in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Pursuant~~Item to5.01 ~~the~~Changes ~~requirements~~in ofControl ~~the Securities Exchange Act~~ of ~~1934, the~~ Registrant ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~.

Date:	January 18, 2018	BANK MUTUAL CORPORATION
			(Registrant)
		By:	/s/Michael W. Dosland
			Michael W. Dosland
			Senior Vice President and
			Chief Financial Officer

On February 1, 2018, BKMU was merged with and into Associated pursuant to the Merger Agreement, with Associated continuing as the surviving entity.

3The information set forth under or incorporated by reference in the Introductory Note, Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the Merger Agreement, all of BKMU’s directors and executive officers ceased serving as directors and executive officers of BKMU. As provided in the Merger Agreement, at the Effective Time, former BKMU director and chairman, Michael T. Crowley, Jr., was appointed as a director of Associated.

Pursuant to the Merger Agreement, and as described in BKMU’s proxy statement dated September 15, 2017 related to its shareholders’ vote on the Merger, Associated has entered into an employment agreement for an interim period following the Merger with former BKMU officer, Terri M. Pfarr, and a consulting agreement with former BKMU chief executive officer and director, David Baumgarten.

The information set forth or incorporated by reference in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 20, 2017, by and between BKMU and Associated. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BKMU on July 26, 2017 and is incorporated herein by reference).

* * * * *

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 20, 2017, by and between BKMU and Associated. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BKMU on July 26, 2017 and is incorporated herein by reference).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2018	ASSOCIATED BANC-CORP
		(as successor to Bank Mutual Corporation)

	By:	/s/ Randall J. Erickson
		Randall J. Erickson
		Executive Vice President, General Counsel,
		Corporate Secretary and Chief Risk Officer

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