Smestad Jennifer O. Form 4 Otter Tail / Jennifer O. Smestad ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smestad Jennifer O.

(Last) (First) (Middle)

215 SOUTH CASCADE STREET

(Street)

FERGUS FALLS MN 56537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Otter Tail Corp [ OTTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Council & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/07/2023		A		6,300(1)	A	$64.65	14,579	D
Common Stock	02/07/2023		F		3,133(2)	D	$64.65	11,446(3)	D
Common Stock								477	I	By ESOP
Common Stock								49	I	By Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/07/2023		A		1,300		02/06/2024(5)	(5)	Common Stock	1,300	$0	1,300	D
Restricted Stock Units	(4)							02/06/2021(5)	(5)	Common Stock	300		300	D
Restricted Stock Units	(4)							02/06/2022(5)	(5)	Common Stock	800		800	D
Restricted Stock Units	(4)							02/06/2023(5)	(5)	Common Stock	825		825	D

Explanation of Responses:

1. Represents shares received upon the vesting of certain performance criteria in connection with a Performance Share Award (granted in 2020).

2. These shares were withheld by the Corporation to pay taxes due upon vesting of this award, exempt pursuant to Rule 16b-3(e).

3. Total direct holdings include shares held jointly with spouse and shares acquired through the Employee Stock Purchase Plan, the Dividend Reinvestment Plan, and shares acquired pursuant to Restricted Stock Awards and Performance Share Awards.

4. Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation stock.

5. The restricted stock units vest in four equal annual installments beginning the date shown above.

Remarks:

	/s/ Jennifer O. Smestad by Mitchell L. Bossert, Attorney-in-Fact	02/09/2023
	** 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 4 (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).
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