SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Boyd James W.

(Last)

(First)

(Middle)

250 GIBRALTAR ROAD

(Street)

HORSHAM

19044

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2019

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)
	EVP,Co-Chief Operating Officer

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	4,059	D
Common Stock	2,706	I	401k Plan

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	12/18/2016⁽¹⁾	12/18/2025	Common Stock	6,000	$32.85	D
Stock Options (Right to Buy)	12/19/2015	12/19/2024	Common Stock	2,125	$32.49	D
Restricted Stock Units	01/05/2017⁽²⁾	01/05/2020	Common Stock	3,045	$0	D
Restricted Stock Units	12/01/2018⁽³⁾	12/01/2021	Common Stock	5,853	$0	D
Restricted Stock Units	12/01/2017⁽⁴⁾	12/01/2020	Common Stock	8,540	$0	D
Restricted Stock Units	12/01/2019⁽⁵⁾	12/01/2022	Common Stock	8,637	$0	D

Explanation of Responses:

1. 3,000 exercisable as of 11/1/2019, an additional 3,000 will become exercisable on 12/18/2019.

2. 2,283 vested as of 11/1/2019, 762 vest on 1/5/2020.

3. 1,463 vested as of 11/1/2019, 1,463 vest on 12/1/2019, 1,463 vest on 12/1/2020 and 1,464 vest on 12/1/2022.

4. 4,270 vested as of 11/1/2019, 2,135 vest on 12/1/2019 and 2,135 vest on 12/1/2020.

5. 25% vest on each December 1, 2019, 2020, 2021 and 2022.

	/s/Kathryn G. Flanagan,attorney-in-fact	11/07/2019
	** 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.