Edgar Filing: ERICKSON RANDY J

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 ^*

ERICKSON RANDY J

2. Issuer Name and Ticker or Trading Symbol
MARSHALL & ILSLEY CORP [MI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP Chief Admin. Officer

(Last)

(First)

(Middle)

770 NORTH WATER STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2011

(Street)

MILWAUKEE, WI 53202

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2011		D		219,207	D	⁽¹⁾	0	D
Common Stock	07/05/2011		D		32,641.71	D	⁽²⁾	0	I	By Deferred Compensation Plan ⁽³⁾
Common Stock	07/05/2011		D		1,299	D	⁽⁴⁾	0	I	IRA
Common Stock	07/05/2011		D		478.8012	D	⁽⁵⁾	0	I	By Retirement Program

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 18.66

07/05/2011

65,400

⁽⁶⁾

10/29/2018

Common Stock

65,400

⁽⁶⁾

Stock Option (Right to Buy)

$ 21.3665

07/05/2011

66,810

⁽⁷⁾

10/25/2012

Common Stock

66,810

⁽⁷⁾

Stock Option (Right to Buy)

$ 23.2337

07/05/2011

53,448

⁽⁸⁾

05/31/2012

Common Stock

53,448

⁽⁸⁾

Stock Option (Right to Buy)

$ 26.0364

07/05/2011

50,108

⁽⁹⁾

10/27/2013

Common Stock

50,108

⁽⁹⁾

Stock Option (Right to Buy)

$ 31.3949

07/05/2011

50,108

⁽¹⁰⁾

10/27/2014

Common Stock

50,108

⁽¹⁰⁾

Stock Option (Right to Buy)

$ 31.4024

07/05/2011

50,108

⁽¹¹⁾

10/19/2017

Common Stock

50,108

⁽¹¹⁾

Stock Option (Right to Buy)

$ 32.046

07/05/2011

50,108

⁽¹²⁾

10/28/2015

Common Stock

50,108

⁽¹²⁾

Stock Option (Right to Buy)

$ 35.975

07/05/2011

45,097

⁽¹³⁾

10/30/2016

Common Stock

45,097

⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ERICKSON RANDY J 770 NORTH WATER STREET MILWAUKEE, WI 53202			SVP Chief Admin. Officer

Signatures

_________________________________________ Jodi W. Rosenthal (as attorney-in-fact)		07/07/2011
^**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)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO"), pursuant to which, effective July 5, 2011, Marshall & Ilsley Corporation merged with and into a subsidiary of BMO (the "Merger"), in exchange for 27,554 shares of BMO common stock having a market value of $63.15 per share.
(2)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 4,103 shares of BMO common stock having a market value of $63.15 per share.
(3)	Pursuant to a marital settlement agreement, Mr. Erickson's ex-spouse has an economic interest in some of the shares. Mr. Erickson reports the full amount of shares in the plan but disclaims beneficial ownership in excess of his pecuniary interest.
(4)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 163 shares of BMO common stock having a market value of $63.15 per share.
(5)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 60 shares of BMO common stock having a market value of $63.15 per share
(6)	This option provided for vesting in three equal installments beginning 10/29/2009. Vesting was accelerated to the effective time of the Merger and the option was assumed by BMO in the merger and replaced with an option to purchase 8,220 shares of BMO common stock for $148.45 per share.
(7)	This option, which vested in three equal installments beginning 10/25/2003, was assumed by BMO in the Merger and replaced with an option to purchase 8,398 shares of BMO common stock for $169.98 per share.
(8)	This option, which vested in three equal installments beginning 5/31/2003, was assumed by BMO in the Merger and replaced with an option to purchase 6,718 shares of BMO common stock for $184.83 per share.
(9)	This option, which vested in three equal installments beginning 10/27/2004, was assumed by BMO in the Merger and replaced with an option to purchase 6,298 shares of BMO common stock for $207.13 per share.
(10)	This option, which vested in three equal installments beginning 10/27/2005, was assumed by BMO in the Merger and replaced with an option to purchase 6,298 shares of BMO common stock for $249.76 per share.
(11)	This option, which vested in three equal installments beginning 10/19/2008, was assumed by BMO in the merger and replaced with an option to purchase 6,298 shares of BMO common stock for $249.82 per share.
(12)	This option, which vested in three equal installments beginning 10/28/2006, was assumed by BMO in the Merger and replaced with an option to purchase 6,298 shares of BMO common stock for $254.94 per share.
(13)	This option, which vested in three equal installments beginning 10/30/2007, was assumed by BMO in the Merger and replaced with an option to purchase 5,668 shares of BMO common stock for $286.20 per share.
Remarks: On July 5, 2011, Bank of Montreal ("BMO") and Marshall & Ilsley Corporation ("M&I") completed their previously announced transaction whereby M&I was merged (the "Merger") with and into a wholly-owned subsidiary of BMO ("Merger Sub"), with Merger Sub continuing as the surviving entity. Pursuant to the Merger Agreement dated December 17, 2010, as supplemented, by and among BMO, M&I and Merger Sub, in the Merger, each share of M&I common stock outstanding immediately prior to the merger was converted into the right to receive 0.1257 shares of BMO common stock. No fractional shares of BMO common stock will be issued in connection with the Merger, and holders of M&I common stock are entitled to receive cash in lieu thereof.

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