Otter Tail Corp — Director's Dealing 2014

Apr 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Otter Tail Corp (OTTR)
CIK: 0001466593
Period of Report: 2014-04-08

Reporting Person: Waslaski Shane N (Pres-Varistar, Sr VP-OTC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-08	Common Stock	M	3000	—	Acquired	9687.5149	Direct
2014-04-08	Common Stock	F	1008	$29.9755	Disposed	8679.5149	Direct
2014-04-08	Common Stock	F	312	$29.9755	Disposed	8367.5149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-08	Restricted Stock Units (right to buy)	$	M	3000	Disposed	2014-04-08	Common Stock (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units (right to buy)	$	2015-04-08	Common Stock (5500)	5500	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 3,000 restricted stock units on April 8, 2014. The issuer returned such forfeited restricted stock units to the respective stock plan.

F3: Grant of Restricted Stock. On 4/8/2014, 312 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).

F4: Total direct holdings include shares jointly held with spouse in the Employee Stock Purchase Plan, shares held individually with Wells Fargo and Merrill Lynch and shares acquired pursuant to Restricted Stock Units and Restricted Stock Award distributions.

F5: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F6: 1 -for -1