Otter Tail Corp — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Otter Tail Corp (OTTR)
CIK: 0001466593
Period of Report: 2014-02-11

Reporting Person: MOUG KEVIN G (CFO & Sr VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	12847	—	Acquired	50100	Direct
2014-02-11	Common Stock	F	5297	—	Disposed	44803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Performance Rights	$	M	12847	Disposed		Common Stock (12847)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	267.0223	Indirect
Common Stock	293.3806	Indirect

Footnotes

F1: The fair market value on date of grant 4/11/2011 was $22.51 with fair market value on vesting date of 27.25495.

F2: Total direct holdings include shares jointly held with spouse, shares acquired individually through the Employee Stock Purchase Plan and shares acquired pursuant to Restricted Stock Awards and Performance Award distributions.

F3: Performance Award: On 2/11/2014, 5,297 shares were withheld by the Corporation to pay taxes due upon vesting of this award, exempt pursuant to Rule 16b-3(e).

F4: This Performance Share Award had no conversion or exercise price established at the time of the grant.

F5: There is no specific "Exercisable Date" on this Performance Share Award.

F6: There is no specific "Expiration Date" on this Performance Share Award.