Otter Tail Corp — Director's Dealing 2015

Feb 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Otter Tail Corp (OTTR)
CIK: 0001466593
Period of Report: 2015-02-11

Reporting Person: MACFARLANE CHARLES S (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-11	Common Stock	M	13220	—	Acquired	91875.0739	Direct
2015-02-11	Common Stock	F	4549	—	Disposed	87326.0739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-11	Performance Rights	$	M	13220	Disposed		Common Stock (13220)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2160.5098	Indirect
Common Stock	1730.3181	Indirect
Common Stock	1730.3181	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units (right to buy)	$	2016-02-06	Common Stock (8000)	8000	Direct
Stock Options (right to buy)	$24.93	2015-04-11	Common Stock (3000)	3000	Direct

Footnotes

F1: The fair market value of date of grant 4/16/2012 was $21.32 with fair market value on vesting date of $31.675.

F2: Total direct holdings include shares acquired through the Dividend Reinvestment Plan, the Employee Stock Purchase Plan and shares acquired pursuant to Stock Options, Restricted Stock Awards, Restricted Stock Units and Performance Share Awards.

F3: Performance Award: On 2/11/2015, 4,549 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.

F7: 1 -for -1

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