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^*

LIEBE ARVID R

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2013

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	04/08/2013		M⁽¹⁾		613.4105	A	⁽²⁾	18,925.4105	D
Common Stock	04/08/2013		D		0.4105	D	$25.3929	18,925	D
Common Stock	04/08/2013		M⁽³⁾		134.4641	A	⁽²⁾	19,059.4641	D
Common Stock	04/08/2013		D		0.4641	D	$27.4503	19,059	D
Common Stock	04/08/2013		M⁽¹⁾		3,464.1149	A	⁽²⁾	22,523.1149	D
Common Stock	04/08/2013		D		0.1149	D	$21.187	22,523	D
Common Stock	04/08/2013		M⁽³⁾		324.3351	A	⁽²⁾	22,847.3351	D
Common Stock	04/08/2013		D		0.3351	D	$24.4919	22,847⁽⁴⁾	D
Common Stock								4,673.916	I	By IRA's

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)
Phantom Stock	⁽⁵⁾	04/08/2013		M			613.4105	04/08/2013	04/08/2013	Common Stock	613.4105⁽²⁾	⁽⁵⁾	0	D
Phantom Stock	⁽⁵⁾	04/08/2013		M			134.4641	04/08/2013	04/08/2023	Common Stock	1,344.6412⁽²⁾	⁽⁵⁾	1,210.1771	D
Phantom Stock	⁽⁵⁾	04/08/2013		M			3,464.1149	04/08/2013	04/08/2013	Common Stock	3,464.1149⁽²⁾	⁽⁵⁾	0	D
Phantom Stock	⁽⁵⁾	04/08/2013		M			324.3351	04/08/2013	04/08/2023	Common Stock	3,243.3514⁽²⁾	⁽⁵⁾	2,919.0163	D

Explanation of Responses:

1. Distribution of Phantom Stock Units due to retirement from the Board of Directors in which he elected a lump sum payout.

2. Phantom Stock Units acquired under the 1999 Stock Incentive Plan at fair market value as part of the Compensation Program for outside Directors.

3. Distribution of Phantom Stock Units due to retirement from the Board of Directors in which he elected annual installments over a ten year period.

4. Total direct holdings include shares acquired from Dividend Reinvestment and pursuant to Restricted Stock Award and Phantom Stock Unit distributions.

5. 1 -for -1

Remarks:

	/s/ Arvid R Liebe by Debra J Lill, Attorney-in-Fact	04/11/2013
	** 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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