SEC Info - Wolf Barth J - ‘4’ for 2/14/08 re: Integrys Holding, Inc.

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^*

WOLF BARTH J

(Last)

(First)

(Middle)

700 NORTH ADAMS STREET

(Street)

GREEN BAY

54301

(City)

(State)

(Zip)

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-Chief Legal Officer & Secy

3. Date of Earliest Transaction (Month/Day/Year)
2/14/08

4. If Amendment, Date of 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

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								497.313	D
Common Stock								162.1307	I	By ESOP

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$48.36 ⁽¹⁾	2/14/08		A		14,686		2/14/09	2/14/18	Common Stock	14,686	$0	14,686	D
Performance Rights	$0	2/14/08		H ⁽²⁾			600	1/1/08	6/30/08	Common Stock	600	$0	0	D
Performance Rights	$0 ⁽³⁾	2/14/08		A		2,695		1/1/11 ⁽⁴⁾	6/30/11	Common Stock	2,695	$0	2,695	D
Restricted Stock Units	⁽⁵⁾	2/14/08		A		959		⁽⁶⁾	⁽⁶⁾	Common Stock	959	$0	959	D
Employee Stock Option (Right to buy)	$34.09 ⁽⁷⁾							12/13/02	12/13/11	Common Stock	2,530		2,530	D
Employee Stock Option (Right to buy)	$37.96 ⁽⁸⁾							12/12/03	12/12/12	Common Stock	4,119		4,119	D
Employee Stock Option (Right to buy)	$44.73 ⁽⁹⁾							12/10/04	12/10/13	Common Stock	4,463		4,463	D
Employee Stock Option (Right to buy)	$48.11 ⁽¹⁰⁾							12/8/05	12/8/14	Common Stock	5,156		5,156	D
Employee Stock Option (Right to buy)	$52.73 ⁽¹¹⁾							12/7/07	12/7/16	Common Stock	6,783		6,783	D
Employee Stock Option (Right to buy)	$54.85 ⁽¹²⁾							12/7/06	12/7/15	Common Stock	6,491		6,491	D
Employee Stock Option (Right to buy)	$58.65 ⁽¹³⁾							5/17/08	5/17/17	Common Stock	2,967		2,967	D
Performance Rights	$0 ⁽³⁾							1/1/09 ⁽⁴⁾	6/30/09	Common Stock	905		905	D
Performance Rights	$0 ⁽¹⁴⁾							12/31/09 ⁽¹⁴⁾	3/31/10	Common Stock	513		513	D
Performance Rights	$0 ⁽³⁾							1/1/10 ⁽⁴⁾	6/30/10	Common Stock	875		875	D
Phantom Stock Unit	⁽¹⁵⁾							⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	7,860.377		7,860.377	D

Explanation of Responses:

(1) The option vests in four equal annual installments beginning on February 14, 2009.

(2) Cancellation of long term incentive award with no payout being made.

(3) Performance shares vest and are issued three years after the performance shares are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.

(4) Performance shares vest and are issued three years after the performance shares are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.

(5) Each restricted stock unit represent a contingent right to receive one share of TEG common stock.

(6) The restricted stock units vest in four equal annual installments beginning on February 14, 2009.

(7) The option vests in four equal annual installments beginning on December 13, 2002.

(8) The option vests in four equal annual installments beginning on December 12, 2003.

(9) The option vests in four equal annual installments beginning on December 10, 2004.

(10) The option vests in four equal annual installments beginning on December 8, 2005.

(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) The final number of shares issued will be based on company performance against an established industry benchmark for the performance period April 1, 2007, to December 31, 2009.

(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.

Remarks:

Table 1, Line 2 Reflects shares allocated by the company's ESOP program on December 31, 2007.

	Barth J. Wolf	2/19/08
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
H	Expiration (or cancellation) of long derivative position with value received.

Wolf Barth J – ‘4’ for 2/14/08 re: Integrys Holding, Inc.

On: Tuesday, 2/19/08, at 6:54pm ET · For: 2/14/08 · As: Officer · Accession #: 916863-8-98 · File #: 1-11337

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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