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^*

KNUTSON PAUL L

(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)
	VP of Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2018

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	02/05/2018		A		4,488⁽¹⁾	A	$41.325	7,849	D
Common Stock	02/05/2018		F		1,903	D	$41.325	5,946⁽²⁾	D

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	⁽³⁾	02/05/2018		A		800		02/06/2019⁽⁴⁾	⁽⁴⁾	Common Stock	800	$0	800	D
Restricted Stock Units	⁽³⁾							02/06/2016⁽⁶⁾	⁽⁶⁾	Common Stock	450		450	D
Restricted Stock Units	⁽³⁾							02/06/2020⁽⁸⁾	02/06/2020⁽⁸⁾	Common Stock	6,400		6,400	D
Restricted Stock Units	⁽³⁾							02/06/2017⁽⁵⁾	⁽⁵⁾	Common Stock	825		825	D
Restricted Stock Units	⁽³⁾							02/06/2018⁽⁷⁾	⁽⁷⁾	Common Stock	800		800	D

Explanation of Responses:

1. Represents shares received upon the vesting of certain performance criteria in connection with a Performance Shares Award(granted in 2015).

2. Total direct holding include shares acquired through the Dividend Reinvestment Plan, Restricted Stock Units and Performance Share Awards.

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

4. The restricted stock units vest in four equal annual installments beginning the date shown above.

5. The restricted stock units vest in four equal annual installments which began February 6, 2017.

6. The restricted stock units vest in four equal installments which began February 6, 2016.

7. The restricted stock units vest in four equal annual installments beginning February 6, 2018.

8. These restricted stock units vest in one installment on February 6, 2020.

	/s/ Paul L Knutson by Ella Leapaldt, Attorney-in-Fact	02/07/2018
	** 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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