Toll Robert I Form 4 TOLL BROTHERS / ROBERT I TOLL 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^*

TOLL ROBERT I

(Last) (First) (Middle)

250 GIBRALTAR ROAD

(Street)

HORSHAM PA 19044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [ TOL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2016

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	12/28/2016		G	V	121,280	D	$0	587,963	I	Entities Wholly Owned By Reporting Person
Common Stock	03/08/2017		M		24,474	A	$20.76	2,937,172	I	Robert I. Toll Revocable Trust
Common Stock	03/08/2017		S(1)		24,474	D	$36	2,912,698	I	Robert I. Toll Revocable Trust
Common Stock	03/09/2017		M		250,526	A	$20.76	3,163,224	I	Robert I. Toll Revocable Trust
Common Stock	03/09/2017		S(1)		250,526	D	$36	2,912,698	I	Robert I. Toll Revocable Trust
Common Stock								7,420,317	D
Common Stock								2,163	I	401(k) Plan
Common Stock								158,580	I	Trusts
Common Stock								250,000	I	GRAT, Expires January, 2018
Common Stock								118,040	I	GRAT- Expires December, 2017

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
Stock Options (Right to Buy)	$20.76	03/08/2017		M			24,474	12/20/2008(2)	12/20/2017	Common Stock	24,474	$0	525,526	D
Stock Options (Right to Buy)	$20.76	03/09/2017		M			250,526	12/20/2008(2)	12/20/2017	Common Stock	250,526	$0	275,000	D

Explanation of Responses:

1. All sales on this Form 4 were made pursuant to a 10b5-1 plan adopted 2/13/2017.

2. Exercisable 25% on 12/20/2008, 12/20/2009, 12/20/2010 and 12/20/2011

	/s/Kathryn G. Flanagan,attorney-in-fact	03/10/2017
	** 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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