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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MACFARLANE CHARLES S
  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)
President & CEO
(Last)
(First)
(Middle)
215 S CASCADE ST
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2018
(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)
Code V Amount (A) or (D) Price
Common Stock 02/05/2018   A   40,392 (1) A $ 41.325 148,737 D  
Common Stock 02/05/2018   F   19,873 D $ 41.325 128,864 (2) D  
Common Stock               2,458 I by ESOP
Common Stock               1,937 I by Daughter
Common Stock               1,927 I by Son

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 02/05/2018   A   7,200   02/06/2019(4)   (4) Common Stock 7,200 $ 0 7,200 D  
Restricuted Stock Units (3)             02/06/2016(5)   (5) Common Stock 4,000   4,000 D  
Restricted Stock (3)             02/06/2017(6)   (6) Common Stock 7,125   7,125 D  
Restricted Stock (3)             02/06/2018(7)   (7) Common Stock 6,900   6,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MACFARLANE CHARLES S
215 S CASCADE ST
FERGUS FALLS, MN 56537-2801
      President & CEO  

Signatures

 /s/ Charles S MacFarlane by Ella Leapaldt, Attorney-in-Fact   02/07/2018
**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) Represents shares received upon the vesting of certain performance criteria in connection with a Performance Shares Award(granted in 2015).
(2) 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.
(3) Each restricted stock unit represents a contingent right to receive one share of Otter Tail Corporation common stock.
(4) The restricted stock units vest in four equal annual installments beginning the date shown above.
(5) The restricted stock units vest in four equal installments which began February 6, 2016.
(6) The restricted stock units vest in four equal annual installments which began February 6, 2017.
(7) The restricted stock units vest in four equal annual installments which began February 6, 2018.

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