Sec Form 13G Filing - ASSOCIATED BANC-CORP (ASB) filing for ASSOCIATED BANC-CORP (ASB) - 2010-02-12

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.
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UNITED STATES
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)
*   The remainder of this cover page shall be filled out for a reporting person’s 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  
  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  
  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  
  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 Issuer’s 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