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Section 1: 8-K (FORM 8-K)








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

Date of Report (Date of earliest event reported)

May 2,  2018

                                                                            Associated Banc-Corp                                                                       

(Exact name of registrant as specified in its chapter)




(State or other jurisdiction of incorporation)


File Number)

(IRS Employer Identification No.)

433 Main Street, Green Bay, Wisconsin


(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code



(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 by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company   o


If an 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 Section 13(a) of the Exchange Act.   o


Item 8.01.  Other Events. 


On May 2, 2018, Philip B. Flynn, President and Chief Executive Officer of Associated Banc-Corp (the “Company”), entered into a Rule 10b5-1 trading plan to sell 80,000 shares of the Company’s common stock.  Under the plan, it is expected that the shares will be sold under specified conditions and at specified times over a period of two years ending July 1, 2020.

Mr. Flynn entered into the pre-arranged plan as part of his long-term strategy for asset diversification and liquidity.

Transactions under the Rule 10b5-1 plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.  Except as may be required by law, the Company has not undertaken to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers, nor to report modifications or limitations of the aforementioned Rule 10b5-1 plan or the plan of any other individual.



Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference.




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.



Associated Banc-Corp





Date:  May 2,  2018

By:  /s/ Randall J. Erickson


Randall J. Erickson


Executive Vice President, General Counsel

and Corporate Secretary





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