Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Connor Martin P.	2. Issuer Name and Ticker or Trading Symbol Toll Brothers, Inc. [ TOL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) 250 GIBRALTAR ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/17/2019
(Street) HORSHAM, PA 19044 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	12/18/2019		M		19816 ⁽¹⁾	A	$0	88320	D
Common Stock	12/18/2019		F		8151	D	$39.58	80169	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Units	$0	12/17/2019		A		25940 ⁽²⁾		1/28/2023 ⁽³⁾	1/28/2023	Common Stock	25940	$0	25940	D
Performance Based Restricted Stock Units	$0	12/18/2019		M			19816 ⁽¹⁾	12/18/2016 ⁽⁴⁾	12/18/2019	Common Stock	19816	$0	0	D
Restricted Stock Units	$0	12/18/2019		A		12642		12/1/2023 ⁽⁵⁾	12/1/2023	Common Stock	12642	$0	12642	D

Explanation of Responses:
(1)	The performance requirement was met on December 14, 2016. The service requirement was met on December 18,2019.
(2)	Reflects the number of shares earned in respect of operational performance restricted stock units originally granted on 1/28/2019. On December 17, 2019, the Compensation Committee of the Board of Directors certified the achievement levels of the operational metrics applicable to the award and the number of shares earned based on such results. One quarter of the shares earned vest on each anniversary of the grant date, with settlement of 100% of the award on the fourth anniversary.
(3)	These performance based restricted stock units vest 25% on each January 28, 2020, 2021, 2022 and 2023. Settlement of 100% of earned shares is scheduled to occur on 1/28/2023.
(4)	These performance restricted stock units vest 25% on each December 18, 2016, 2017, 2018 and 2019.
(5)	These restricted stock units vest 25% on each December 1, 2020, 2021, 2022 and 2023. Settlement of 100% of these shares is scheduled to occur on December 1, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Connor Martin P. 250 GIBRALTAR ROAD HORSHAM, PA 19044			Chief Financial Officer