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 *
Caro Jodi J
  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 - Genl Counsel & Secy
(Last)
(First)
(Middle)
200 EAST RANDOLPH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2014
(Street)

CHICAGO, IL 60601
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)
Code V Amount (A) or (D) Price
Common Stock 11/10/2014   M   2,073 A $ 48.36 6,667.7035 D  
Common Stock 11/10/2014   M   4,775 A $ 42.12 11,442.7035 D  
Common Stock 11/10/2014   M   5,936 A $ 41.58 17,378.7035 D  
Common Stock 11/10/2014   S   12,784 D $ 72.0167 (1) 4,594.7035 D  
Common Stock 11/10/2014   M   3,497 A $ 48.36 8,091.7035 D  
Common Stock 11/10/2014   M   3,381 A $ 49.4 11,472.7035 D  
Common Stock 11/10/2014   M   5,839 A $ 53.24 17,311.7035 D  
Common Stock 11/10/2014   M   67 A $ 55.23 17,378.7035 D  
Common Stock 11/10/2014   S   12,784 D $ 72.5144 (2) 4,594.7035 (3) D  
Common Stock               2,165.6635 (4) I By Employee Stock Ownership Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $ 48.36 11/10/2014   M     2,073 02/14/2009(5) 02/14/2018 Common Stock 2,073 $ 0 3,497 D  
Employee Stock Option (Right to buy) $ 48.36 11/10/2014   M     3,497 02/14/2009(5) 02/14/2018 Common Stock 3,497 $ 0 0 D  
Employee Stock Option (Right to buy) $ 42.12 11/10/2014   M     4,775 02/12/2010(5) 02/12/2019 Common Stock 4,775 $ 0 0 D  
Employee Stock Option (Right to buy) $ 41.58 11/10/2014   M     5,936 02/11/2011(5) 02/11/2020 Common Stock 5,936 $ 0 0 D  
Employee Stock Option (Right to buy) $ 49.4 11/10/2014   M     3,381 02/10/2012(5) 02/10/2021 Common Stock 3,381 $ 0 0 D  
Employee Stock Option (Right to buy) $ 53.24 11/10/2014   M     5,839 02/09/2013(5) 02/09/2022 Common Stock 5,839 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 55.23 11/10/2014   M     67 02/13/2015(5) 02/13/2024 Common Stock 67 $ 0 14,822 D  
Employee Stock Option (Right to buy) $ 56             02/14/2014(5) 02/14/2023 Common Stock 10,746   10,746 D  
Performance Rights $ 0 (6)             01/01/2017(6) 03/15/2017 Common Stock 5,952   5,952 D  
Performance Rights $ 0 (6)             01/01/2016(6) 03/15/2016 Common Stock 3,808   3,808 D  
Performance Rights $ 0 (6)             01/01/2015(6) 03/15/2015 Common Stock 1,969   1,969 D  
Restricted Stock Units 2011 (7)             02/10/2012 02/10/2015 Common Stock 132.2461   132.2461 (8) D  
Restricted Stock Units 2012 (7)             02/09/2013 02/09/2016 Common Stock 383.1346   383.1346 (8) D  
Restricted Stock Units 2013 (7)             02/14/2014 02/14/2017 Common Stock 881.9363   881.9363 (8) D  
Restricted Stock Units 2014 (7)             02/13/2015 02/13/2018 Common Stock 1,800.4352   1,800.4352 (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Caro Jodi J
200 EAST RANDOLPH STREET
CHICAGO, IL 60601
      VP - Genl Counsel & Secy  

Signatures

 Dane E. Allen, as Power of Attorney for Ms. Caro   11/12/2014
**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 weighted average sale price reflects multiple transactions at prices ranging from $72.00 - $72.06.
(2) The weighted average sale price reflects multiple transactions at prices ranging from $72.50 - $72.54.
(3) Balance also reflects dividend reinvestment shares purchased on a quarterly basis.
(4) Balance reflects shares pertaining to the quarterly dividend and periodic earnings adjustments and share allocations under the Company's Employee Stock Ownership Plan.
(5) Effective October 24, 2014, the Board of Directors accelerated the vesting of all the outstanding stock options, and all outstanding stock options are now fully vested.
(6) 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 reported target award.
(7) Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.
(8) Balance reflects the quarterly dividend paid on restricted stock units and reinvested in additional restricted stock units, under the Company's Omnibus Incentive Plans.

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