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^*

DYBSKY THOMAS

(Last)

(First)

(Middle)

701 NORTH LILAC DR.

(Street)

MINNEAPOLIS

55422

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TENNANT CO [ TNC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003

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	01/01/2004		A		278⁽¹⁾	A	$43.3	2,102	D
Common Stock	12/31/2003		F		130	D	$43.3	1,972	D
Common Stock	01/01/2004		A		550⁽⁴⁾	A	$43.3	2,522	D
Common Stock	12/31/2003		M		103⁽²⁾	A	$43.3	2,625	D
Common Stock	12/31/2003		M		862⁽³⁾	A	$43.3	3,487	D
Common Stock								1,067.551	I	Profit Sharing & 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)
Deferred Stock Unit - LTIP	$43.3	12/31/2003		M			103⁽²⁾	02/22/2001	12/31/2003	Common Stock	103	$43.3	0	D
Deferred Stock Unit - LTIP	$43.3	12/31/2003		F			69⁽²⁾	02/22/2001	12/31/2003	Common Stock	69	$43.3	0	D
Deferred Stock Unit - STIP	$43.3	12/31/2003		M			862⁽³⁾	02/22/2001	12/31/2003	Common Stock	862	$43.3	0	D
Deferred Stock Unit - STIP	$43.3	12/31/2003		F			575⁽³⁾	02/22/2001	12/31/2003	Common Stock	575	$43.3	0	D

Explanation of Responses:

1. Award of restricted stock pursuant to the Tennant Company 1999 Stock Incentive Plan

2. Payout of LTIP Deferred Stock Unit granted February 22, 2001, was settled in 161 shares of common stock with 108 shares cancelled for taxes. The units vested over three years and were paid out upon vesting.

3. Payout of the STIP Deferred Stock Unit granted February 22, 2001, was settled in 786 shares of common stock with 525 shares cancelled for taxes. The units vested over three years and were paid out upon vesting.

4. Restricted Stock Grant - Performance Shares

	/s/John S. Livingston, as Attorney in Fact	01/05/2004
	** 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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