SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROGELSTAD TIMOTHY J

(Last)

(First)

(Middle)

215 S CASCADE ST

(Street)

FERGUS FALLS

56537-2801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Otter Tail Corp [ OTTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, Elect Plat; Pres OTP

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2015

4. If Amendment, Date of 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

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	04/08/2015		M		250	A	⁽¹⁾	3,165.8383	D
Common Stock	04/08/2015		F⁽²⁾		85	D	$31.845	3,080.8383	D
Common Stock	04/08/2015		F⁽³⁾		152	D	$31.845	2,928.8383⁽⁴⁾	D
Common Stock								2,088.949	I	ESOP

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (right to buy)	⁽⁵⁾	04/08/2015		M			250	04/08/2015	04/08/2015	Common Stock	250	$0.00	0	D
Restricted Stock Units (right to buy)	⁽⁵⁾							04/08/2016	04/08/2016	Common Stock	250		250	D
Restricted Stock Units (right to buy)	⁽⁵⁾							04/08/2016	04/08/2016	Common Stock	1,000		1,000	D
Restricted Stock Units (right to buy)	⁽⁵⁾							04/08/2017	04/08/2017	Common Stock	250		250	D
Restricted Stock Units (right to buy)	⁽⁵⁾							02/06/2016	02/06/2016	Common Stock	1,800		1,800	D

Explanation of Responses:

1. The reporting person receives one share of Common Stock for each restricted stock unit that vests.

2. Grant of Restricted Stock Units. On 4/8/2015, 85 shares of Common Stock were withheld by the Corporation to pay taxes due upon vesting of restricted stock units, exempt pursuant to Rule 16b-3(e).

3. Grant of Restricted Stock. On 4/8/2015, 152 shares of Common Stock were withheld by the Corporation to pay taxes due upon vesting of restricted stock, exempt pursuant to Rule 16b-3(e).

4. Total direct holdings include shares jointly held with spouse that were acquired through the Employee Stock Purchase Plan, shares held in the Dividend Reinvestment Plan and shares acquired pursuant to Restricted Stock Awards and Restricted Stock Units.

5. Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation common stock.

Remarks:

	/s/ Timothy J Rogelstad by Ella Leapaldt, Attorney-in-Fact	04/10/2015
	** Signature of Reporting Person	Date
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).
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