SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* McDonald John K. (Last) (First) (Middle) 250 GIBRALTAR ROAD (Street) HORSHAM PA 19044 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/12/2019	3. Issuer Name and Ticker or Trading Symbol TOLL BROTHERS INC [ TOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, General Counsel	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	325	I	401k Plan
Common Stock	2,125	D(1)
Common Stock	113	I	UTMA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	12/18/2016(2)	12/18/2025	Common Stock	10,000	$32.85	D
Stock Options (Right to Buy)	12/19/2015	12/19/2024	Common Stock	7,500	$32.49	D
Stock Options (Right to Buy)	12/20/2014	12/20/2023	Common Stock	7,000	$35.16	D
Stock Options (Right to Buy)	12/20/2017(3)	12/20/2026	Common Stock	10,649	$31.61	D
Stock Options (Right to Buy)	12/20/2019(4)	12/20/2028	Common Stock	16,250	$32.42	D
Restricted Stock Units	01/05/2017(5)	01/05/2020	Common Stock	2,284	$0	D
Restricted Stock Units	12/01/2018(6)	12/01/2021	Common Stock	5,226	$0	D
Restricted Stock Units	12/01/2017(7)	12/01/2020	Common Stock	3,427	$0	D
Restricted Stock Units	12/20/2019(8)	12/01/2022	Common Stock	5,013	$0	D

Explanation of Responses:

1. Includes 161 shares held in the Issuer's ESPP.

2. 7,500 exercisable as of 3/12/2019 and 2,500 exercisable on 12/18/2019.

3. 5,324 exercisable as of 3/12/2019, 2,662 exercisable on 12/20/2019 and 2,663 exercisable on 12/20/2020.

4. 25% exercisable on 12/20/2019, 2020, 2021 and 2022.

5. 1,713 vested as of 3/12/2019 and 571 vest on 1/5/2020.

6. 1,306 vested as of 3/12/2019, 1,307 vest on 12/1/2019, 1,306 vest on 12/1/2020 and 1,307 vest on 12/1/2021.

7. 1,713 vested as of 3/12/2019 and 857 vest on 12/1/2019 and 12/1/2020.

8. 25% vest on each December 1, 2019, 2020, 2021 and 2022.

	/s/Kathryn G. Flanagan,attorney-in-fact	03/20/2019
	** 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 5 (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 Number.