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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Otter Tail Corp [ OTTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/08/2012 | M | 3,550 | A | (1) | 60,188.9243 | D | |||
Common Stock | 04/08/2012 | F | 1,161(2) | D | $21.7897 | 59,027.9243 | D | |||
Common Stock | 04/08/2012 | F(3) | 777 | D | $21.7897 | 58,250.9243 | D | |||
Common Stock | 04/08/2012 | F(4) | 810 | D | $21.7897 | 57,440.9243(5) | D | |||
Common Stock | 1,717.8513 | I | ESOP | |||||||
Common Stock | 1,532.8605 | I | By daughter | |||||||
Common Stock | 1,532.8605 | I | By son |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (right to buy) | (6) | 04/08/2012 | M | 3,550 | 04/08/2012 | 04/08/2012 | Common Stock | 3,550 | $0.00 | 0 | D | ||||
Stock Options (right to buy) | $26.495 | 10/12/2004(7) | 04/12/2014 | Common Stock | 3,000 | 3,000 | D | ||||||||
Stock Options (right to buy) | $24.93 | 10/11/2005(7) | 04/11/2015 | Common Stock | 3,000 | 3,000 | D | ||||||||
Restricted Stock Units | (8) | 04/08/2013 | 04/08/2013 | Common Stock | 4,000 | 4,000 | D |
Explanation of Responses: |
1. The reporting person receives one share of Common Stock for each restricted stock unit that vests. |
2. In accordance with the issuer's equity award program, restricted stock units were forfeited to issuer in satisfaction of tax withholding obligation upon vesting 3,550 restricted stock units on April 8, 2012. The issuer returned such forfeited restricted stock units to the respective stock plan. |
3. Grant of Restricted Stock. On 4/8/2012, 777 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. Grant of Restricted Stock. On 4/8/2012, 810 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). |
5. Total direct holdings include shares held in the Dividend Reinvestment Plan, shares acquired through the Employee Stock Purchase Plan and shares acquired pursuant to Restricted Stock Awards and Restricted Stock Unit distributions. |
6. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
7. Stock Options vest 100% six months from the date of the grant. |
8. 1 -for -1 |
Remarks: |
/s/ Charles S MacFarlane by Debra J Lill, Attorney-in-Fact | 04/10/2012 | |
** 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). | ||
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. |