Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
Associated Banc-Corp
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
045487105
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
þ Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following pages)
CUSIP No. |
045487105 |
Page | 2 |
of | 8 Pages |
1 | NAMES OF REPORTING PERSONS Associated Banc-Corp |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Wisconsin Corporation | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,593,491 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 82,925 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,746,930 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
300,714 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,047,644 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.7% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
HC |
CUSIP No. |
045487105 |
Page | 3 |
of | 8 Pages |
1 | NAMES OF REPORTING PERSONS Associated Bank, National Association |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federally Chartered Bank | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,593,491 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 82,925 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,746,930 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
300,714 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,047,644 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.7% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
BK |
CUSIP No. |
045487105 |
Page | 4 |
of | 8 Pages |
1 | NAMES OF REPORTING PERSONS Associated Trust Company, National Association |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federally Chartered Trust Company Bank | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,593,491 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 82,925 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,746,930 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
300,714 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,047,644 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.7% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
BK |
CUSIP No. 045487105 | Page 5 of 8 Pages |
Item 1 |
||
(a) Name of Issuer |
Associated Banc-Corp | |
(b) Address of Issuers Principal Executive Offices |
1200 Hansen Road, Green Bay, WI 54304 | |
Item 2 |
||
(a) Name of Person Filing |
Associated Banc-Corp | |
Associated Bank, National Association | ||
Associated Trust Company, National Association | ||
(b) Address or Principal Business Office or, if none, Residence |
1200 Hansen Road, Green Bay, WI 54304 | |
(c) Citizenship |
Associated Banc-Corp - Wisconsin Corporation | |
Associated Bank, National Association Federally | ||
Chartered Bank | ||
Associated Trust Company, National Association - | ||
Federally Chartered Trust Company Bank | ||
(d) Title of Class of Securities |
Common Stock, Par Value $0.01 | |
(e) CUSIP Number |
045487105 |
Item 3 If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether
the person filing is a:
(a)
|
o | Broker or dealer registered under Section 15 of the Act | ||
(b)
|
þ | Bank as defined in section 3(a)(6) of the Act | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 | ||
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) | ||
(g)
|
þ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 USC 1813) | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 | ||
(j)
|
þ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP No. 045487105 | Page 6 of 8 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
<
/div>
(a)
|
Amount Beneficially Owned: | |
Associated Banc-Corp 6,047,644 | ||
Associated Bank, National Association 6,047,644 | ||
Associated Trust Company, National Association 6,047,644 | ||
(b)
|
Percent of Class: | |
Associated Banc-Corp 4.7% | ||
Associated Bank, National Association 4.7% | ||
Associated Trust Company, National Association 4.7% | ||
(c)
|
Number of shares as to which such person has: | |
(i) sole power to vote or to direct the vote: | ||
Associated Banc-Corp 5,593,491 | ||
Associated Bank, National Association 5,593,491 | ||
Associated Trust Company, National Association 5,593,491 | ||
(ii) shared power to vote or to direct the vote: | ||
Associated Banc-Corp 82,925 | ||
Associated Bank, National Association 82,925 | ||
Associated Trust Company, National Association 82,925 | ||
(iii) sole power to dispose or to direct the disposition of: | ||
Associated Banc-Corp 5,746,930 | ||
Associated Bank, National Association 5,746,930 | ||
Associated Trust Company, National Association 5,746,930 | ||
(iv) shared power to dispose or to direct the disposition of: | ||
Associated Banc-Corp 300,714 | ||
Associated Bank, National Association 300,714 | ||
Associated Trust Company, National Association 300,714 |
CUSIP No. 045487105 | Page 7 of 8 Pages |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of, such securities, a statement to that effect should
be included in response to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund, or endowment fund is not required.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company or control person has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
The parent holding company, Associated Banc-Corp, owns all the shares of a number of
constituent corporations, including Associated Bank, National Association, which owns all of the
shares of Associated Trust Company, National Association, which is a banking institution subject to
the supervision of the Comptroller of the Currency.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item
3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identity of each member of the group.
See Exhibit A
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
CUSIP No. 045487105 | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete, and correct.
Dated: February 12, 2010
ASSOCIATED BANC-CORP |
||||
By: | /s/ Brian R. Bodager | |||
Brian R. Bodager | ||||
Chief Administrative Officer, General Counsel and Corporate Secretary |
||||
ASSOCIATED BANK, NATIONAL ASSOCIATION |
||||
By: | /s/ Brian R. Bodager | |||
Brian R. Bodager | ||||
Chief Administrative Officer, General Counsel and Corporate Secretary |
||||
ASSOCIATED TRUST COMPANY, NATIONAL ASSOCIATION |
||||
By: | /s/ Mark J. McMullen | |||
Mark J. McMullen | ||||
Chairman and Chief Executive Officer |
EXHIBIT LIST
EXHIBIT A
|
ITEM 8 STATEMENT | |
EXHIBIT B
|
JOINT FILING AGREEMENT |