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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stein David L
2. Issuer Name and Ticker or Trading Symbol

ASSOCIATED BANC-CORP [ ASB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

ASSOCIATED BANC-CORP, 433 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/26/2023
(Street)

GREEN BAY, WI 54301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $0.01 Par Value 1/26/2023  A(1)  11621 A$22.54 82220 D  
Common Stock $0.01 Par Value 1/26/2023  A(2)  590 A$0 82810 D  
Common Stock $0.01 Par Value 1/27/2023  F(3)  2148 D$22.54 80662 D  
Common Stock $0.01 Par Value         8991.69 I 401(k) Plan 
Common Stock $0.01 Par Value         36218 I by Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents vested Performance Shares granted in 2020 and subject to 3-year cliff vesting in 2023, a portion of which the reporting person elected to defer upon vesting, and which will remain in the Executives Deferred Compensation Plan until distributed pursuant to the reporting person's distribution election on file.
(2) Dividend equivalent units earned on vested shares, a portion of which the reporting person has elected to defer upon vesting, and which will remain in the Executive's Deferred Compensation Plan until distributed pursuant to the reporting person's distribution election on file.
(3) Shares were withheld to satisfy tax withholding obligations arising from vesting of performance shares in 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stein David L
ASSOCIATED BANC-CORP
433 MAIN STREET
GREEN BAY, WI 54301


Executive Vice President

Signatures
/s/ Lynn M. Floeter, attorney-in-fact for David L. Stein1/30/2023
**Signature of Reporting PersonDate


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 control number.
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