Edgar Filing: RADTKE MARK A

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 ^*

RADTKE MARK A

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)
Exec VP and Chief Strategy Off

(Last)

(First)

(Middle)

700 NORTH ADAMS STREET, P.O. BOX 19001

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012

(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								9,157	D
Common Stock								5,543.7121	I	By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 ⁽¹⁾

02/09/2012

17,699

02/09/2013

02/09/2022

Common Stock

17,699

$ 0

17,699

Performance Rights

$ 0 ⁽²⁾

02/09/2012

5,969

01/01/2015⁽²⁾

06/30/2015

Common Stock

5,969

$ 0

5,969

Restricted Stock Units 2012

⁽³⁾

02/09/2012

2,035

⁽⁴⁾

Common Stock

2,035

$ 0

2,035

Employee Stock Option (Right to buy)

$ 41.58 ⁽⁵⁾

02/11/2011

02/11/2020

Common Stock

27,989

Employee Stock Option (Right to buy)

$ 42.12 ⁽⁶⁾

02/12/2010

02/12/2019

Common Stock

25,328

Employee Stock Option (Right to buy)

$ 44.73 ⁽⁷⁾

12/10/2004

12/10/2013

Common Stock

18,182

Employee Stock Option (Right to buy)

$ 48.11 ⁽⁸⁾

12/08/2005

12/08/2014

Common Stock

21,629

Employee Stock Option (Right to buy)

$ 48.36 ⁽⁹⁾

02/14/2009

02/14/2018

Common Stock

30,645

Employee Stock Option (Right to buy)

$ 49.4 ⁽¹⁰⁾

02/10/2012

02/10/2021

Common Stock

15,942

Employee Stock Option (Right to buy)

$ 52.73 ⁽¹¹⁾

12/07/2007

12/07/2016

Common Stock

21,196

Employee Stock Option (Right to buy)

$ 54.85 ⁽¹²⁾

12/07/2006

12/07/2015

Common Stock

23,182

Employee Stock Option (Right to buy)

$ 58.65 ⁽¹³⁾

05/17/2008

05/17/2017

Common Stock

6,948

Performance Rights

$ 0 ⁽²⁾

01/01/2012⁽¹⁴⁾

06/30/2012

Common Stock

6,003

Performance Rights

$ 0 ⁽²⁾

01/01/2013⁽¹⁴⁾

06/30/2013

Common Stock

7,601

Performance Rights

$ 0 ⁽²⁾

01/01/2014⁽²⁾

06/30/2014

Common Stock

5,601

Phantom Stock Unit

⁽¹⁵⁾

⁽¹⁶⁾

⁽¹⁷⁾

Common Stock

25,431.7618

Restricted Stock Units 2008

⁽³⁾

⁽¹⁸⁾

Common Stock

640.0736

Restricted Stock Units 2009

⁽³⁾

⁽¹⁹⁾

Common Stock

1,211.2101

Restricted Stock Units 2010

⁽³⁾

⁽²⁰⁾

Common Stock

2,012.7953

Restricted Stock Units 2011

⁽³⁾

⁽²¹⁾

Common Stock

2,185.6403

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RADTKE MARK A 700 NORTH ADAMS STREET P.O. BOX 19001 GREEN BAY, WI 54307-9001			Exec VP and Chief Strategy Off

Signatures

By: Dane E. Allen, as Power of Attorney For: Mr. Radtke		02/13/2012
^**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 option vests in four equal annual installments beginning on February 9, 2013.
(2)	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.
(3)	Each restricted stock unit represent a contingent right to receive one share of Company common stock.
(4)	The restricted stock units vest in four equal annual installments beginning on February 9, 2013.
(5)	The option vests in four equal annual installments beginning on February 11, 2011.
(6)	The option vests in four equal annual installments beginning on February 12, 2010.
(7)	The option vests in four equal annual installments beginning on December 10, 2004.
(8)	The option vests in four equal annual installments beginning on December 8, 2005.
(9)	The option vests in four equal annual installments beginning on February 14, 2009.
(10)	The option vests in four equal annual installments beginning on February 10, 2012.
(11)	The option vests in four equal annual installments beginning on December 7, 2007.
(12)	The option vests in four equal annual installments beginning on December 7, 2006.
(13)	The option vests in four equal annual installments beginning on May 17, 2008.
(14)	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.
(15)	These phantom stock units convert to common stock on a one-for-one basis.
(16)	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.
(17)	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.
(18)	The restricted stock units vest in four equal annual installments beginning on February 14, 2009.
(19)	The restricted stock units vest in four equal annual installments beginning on February 12, 2010.
(20)	The restricted stock units vest in four equal annual installments beginning on February 11, 2011.
(21)	The restricted stock units vest in four equal annual installments beginning on February 10, 2012.
Remarks: In Table 1, Line I the reporting person's prior filings inadvertently overstated the reporting person holdings by 1.558 shares. Table I, Line II reflects shares pertaining to the June 20, September 20 and December 20, 2011 dividends; in addition to a one time earnings adjustment on June 30 of 0.0146 due to the record keeper's transition to new software. Table II reflects dividends paid on Phantom Stock Units and reinvested in additional Phantom Stock Units, under the Company's Deferred Compensation Plan on June 20, September 20 and December 20, 2011. Table II also reflects dividends paid on Restricted Stock Units and reinvested in additional Restricted Stock Units, under the Company's 2010 Omnibus Incentive Plan on June 20, September 20 and December 20, 2011.

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