Sec Form 4 Filing - Yearley Douglas C. Jr. @ TOLL BROTHERS INC - 2013-12-20

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 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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1. Name and Address of Reporting Person Yearley Douglas C. Jr. 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) Chief Executive Officer (Last) (First) (Middle) 250 GIBRALTAR ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2013 (Street) HORSHAM, PA19044 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/20/2013 M 100,000 ( 1 ) A $ 0 146,852 D Common Stock 12/20/2013 F 46,090 D $ 34.22 100,762 D Common Stock 1,547 I 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Options (Right to Buy) $ 35.16 12/20/2013 A 159,000 12/20/2014( 2 ) 12/20/2023 Common Stock 159,000 $ 0 159,000 D Performance Based Restricted Stock Units $ 0 ( 3 ) 12/20/2013 M 100,000 ( 1 ) 12/20/2010( 3 ) 12/20/2015( 3 ) Common Stock 100,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yearley Douglas C. Jr. 250 GIBRALTAR ROAD HORSHAM, PA19044 X Chief Executive Officer Signatures /s/Kathryn G. Flanagan,attorney-in-fact 12/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Market price performance criteria was met on May 14, 2012. Service criteria was met on December 20,2013. See footnote 3 below. ( 2 )Vesting 25% on 12/20/2014, 2015, 2016 and 2017. Exercisable as of vesting date. ( 3 )Each performance based restricted stock unit represents a contingent right to receive one share of TOl common stock and will vest and the reporting person will be entitled to receive the underlying shares if the average closing price of TOL's common stcok on the NYSE, measured over twenty consecutive trading days ending on or prior to December 20, 2015, increases 30% or more over the closing price on the NYSE of Tol's common stock on the NYSE on December 20, 2010, provided the reporting person continues to be employed by the company or serves as a member of the company's Board of Directors through December 20, 2013.

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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