Edgar Filing: MACFARLANE JOHN C

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MACFARLANE JOHN C

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

215 S CASCADE ST

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009

(Street)

FERGUS FALLS, MN 56537-2801

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2009		M		25,000	A	$ 19.75	80,641.0554 ⁽¹⁾	D
Common Stock	12/21/2009		S⁽²⁾		12,100	D	$ 24.4	68,541.0554	D
Common Stock	12/21/2009		S⁽²⁾		500	D	$ 24.4025	68,041.0554	D
Common Stock	12/21/2009		S⁽²⁾		500	D	$ 24.405	67,541.0554	D
Common Stock	12/21/2009		S⁽²⁾		500	D	$ 24.4075	67,041.0554	D
Common Stock	12/21/2009		S⁽²⁾		3,714	D	$ 24.41	63,327.0554	D
Common Stock	12/21/2009		S⁽²⁾		500	D	$ 24.415	62,827.0554	D
Common Stock	12/21/2009		S⁽²⁾		2,500	D	$ 24.42	60,327.0554	D
Common Stock	12/21/2009		S⁽²⁾		300	D	$ 24.425	60,027.0554	D
Common Stock	12/21/2009		S⁽²⁾		400	D	$ 24.43	59,627.0554	D
Common Stock	12/21/2009		S⁽²⁾		286	D	$ 24.44	59,341.0554	D
Common Stock	12/21/2009		S⁽²⁾		700	D	$ 24.45	58,641.0554	D
Common Stock	12/21/2009		S⁽²⁾		500	D	$ 24.455	58,141.0554	D
Common Stock	12/21/2009		S⁽²⁾		1,000	D	$ 24.4575	57,141.0554	D
Common Stock	12/21/2009		S⁽²⁾		900	D	$ 24.46	56,241.0554	D
Common Stock	12/21/2009		S⁽²⁾		200	D	$ 24.465	56,041.0554	D
Common Stock	12/21/2009		S⁽²⁾		400	D	$ 24.5	55,641.0554	D
Common Stock								23,360.6884	I	ESOP
Common Stock								3,441.281	I	By IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options(right to buy)

$ 19.75

04/10/2001⁽³⁾

04/10/2010

Common Stock

100,000

25,000

Stock Options(right to buy)

$ 26.25

04/09/2002⁽³⁾

04/09/2011

Common Stock

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MACFARLANE JOHN C 215 S CASCADE ST FERGUS FALLS, MN 56537-2801	X

Signatures

/s/John C MacFarlane by Ella Leapaldt, Attorney-in-Fact		12/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Total direct holdings include shares jointly held with spouse in the Dividend Reinvestment Plan and the Employee Stock Purchase Plan and shares acquired individually pursuant to Restricted Stock Award distributions.
(2)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on 9/4/2009 and amended on 12/9/2009.
(3)	Stock options vest in cumulative annual installments of 25% beginning the date shown.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.