Otter Tail Corp — Director's Dealing 2011

Apr 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Otter Tail Corp (OTTR)
CIK: 0001466593
Period of Report: 2011-04-08

Reporting Person: MACFARLANE CHARLES S (President, Otter Tail Power Co)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-08	Common Stock	M	3450	—	Acquired	44263.8026	Direct
2011-04-08	Common Stock	F	1906	$22.83	Disposed	42357.8026	Direct
2011-04-11	Common Stock	A	9900	—	Acquired	52257.8026	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-08	Restricted Stock Units (right to buy)	$	M	3450	Disposed	2011-04-08	Common Stock (3450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1492.918	Indirect
Common Stock	1448.4658	Indirect
Common Stock	1448.4658	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$29.74	2011-12-10	Common Stock (10000)	10000	Direct
Stock Options (right to buy)	$26.495	2014-04-12	Common Stock (3000)	3000	Direct
Stock Options (right to buy)	$24.93	2015-04-11	Common Stock (3000)	3000	Direct
Restricted Stock Units	$	2012-04-08	Common Stock (3550)	3550	Direct
Restricted Stock Units	$	2013-04-08	Common Stock (4000)	4000	Direct

Footnotes

F1: The reporting person receives one share of Common Stock for each restricted stock unit that vests.

F2: In accordance with the issuer's equity award program, restricted stock units were forfeited to issuer in satisfaction of tax withholding obligation upon vesting of 3,450 restricted stock units on April 8, 2011. The issuer returned such forfeited restricted stock units of 1,129 to the respective stock plan. The balance of 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).

F3: Shares of Common Stock acquired under the Corporation's Stock Incentive Plan, which is a grant of Restricted Stock. The 9,900 shares granted 4/11/2011 vest 25% yearly commencing 4/8/2012.

F4: This grant has a FMV of $22.51.

F5: 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.

F6: Each restricted stock unit represents a contingent right to receive one share of Common Stock. The reporting person receives one share of Common Stock for each restricted stock unit that vests.

F7: Stock Options vest in cumulative annual installments of 25% beginning the date shown.

F8: Stock Options vest 100% six months from the date of the grant.

F9: 1 -for -1