Sec Form 4 Filing - Eckert Andrew J @ TENNANT CO - 2013-02-22

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 Eckert Andrew J 2. Issuer Name and Ticker or Trading Symbol TENNANT CO [ TNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President, The Americas (Last) (First) (Middle) TENNANT COMPANY, LEGAL DEPT., MD 16, 701 N. LILAC DR. 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2013 (Street) MINNEAPOLIS, MN55422 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 02/22/2013 A 1,445 ( 1 ) A $ 0 9,222 D Common Stock 02/25/2013 M 2,207 A $ 10.08 11,429 D Common Stock 02/25/2013 S 2,207 D $ 47.3395 ( 2 ) 9,222 D Common Stock 02/26/2013 F 507 D $ 45.73 8,715 D Common Stock 02/26/2013 M 4,457 ( 3 ) A 13,172 D Common Stock 02/26/2013 F 1,458 D $ 45.73 11,714 D Common Stock 02/26/2013 M 8,900 A $ 10.08 20,614 D Common Stock 02/26/2013 S 8,900 D $ 45.8873 ( 4 ) 11,714 D Common Stock 2,678.2882 I ESOP & Profit Sharing

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 Option (right to buy) $ 47.03 02/22/2013 A 6,914 ( 5 ) 02/22/2023 Common Stock 6,914 $ 0 6,914 D Stock Option (right to buy) $ 10.08 02/25/2013 M 2,207 02/27/2012 02/27/2019 Common Stock 2,207 $ 0 8,900 D Deferred Stock Units - Short-Term Incentive Plan ( 3 ) 02/26/2013 M 4,457 ( 3 ) ( 3 ) Common Stock 4,457 ( 3 ) $ 24.21 0 D Stock Option (right to buy) $ 10.08 02/26/2013 M 8,900 02/27/2012 02/27/2019 Common Stock 8,900 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eckert Andrew J TENNANT COMPANY, LEGAL DEPT., MD 16 701 N. LILAC DR. MINNEAPOLIS, MN55422 Vice President, The Americas Signatures /s/ Amy M. Jensen on behalf of Andrew J. Eckert 02/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock grant made pursuant to the 2013 Long-Term Incentive Plan vesting on February 22, 2016. ( 2 )Reflects the weighted average price of 2,207 shares of Common Stock of Tennant Company sold by the reporting person in multiple transaction on February 25, 2013 with sale prices ranging from $47.00 to $47.628. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 3 )This is a payout of Deferred Stock Units granted Febraury 26, 2010, and are governed under the 2007 Stock Incentive Plan. Units were granted at a rate of $1.20 for each dollar of bonus earned. The units are pertaining to the 2009 Short-Term Incentive Plan, converted on a one-for-one basis and are to be settled in 100% Tennant Common Stock. The units themselves (3,526) vested at the time of the grant; the 20% premium (705 units) vested on February 26, 2013; and dividends were converted into additional Deferred Stock Units (226). ( 4 )Reflects the weighted average price of 8,900 shares of Common Stock of Tennant Company sold by the reporting person in multiple transaction on February 26, 2013 with sale prices ranging from $45.6027 to $46.26. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 5 )Options exercisable in one-third increments on each of February 22, 2014, February 22, 2015 and February 22, 2016.

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