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 * SIZEMORE RICHARD A 2. Issuer Name and Ticker or Trading Symbol TOROTEL INC [ TTLO ] 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)
8356 HALLET
3. Date of Earliest Transaction (MM/DD/YYYY)
11/10/2020
(Street)
LENEXA, KS 66215
(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)
Code V Amount (A) or (D) Price
Common Stock  11/10/2020    D    190352 (1) D $6.17  0  D   
Common Stock  11/10/2020    D    15666 (1) D $6.17  0  I  By Spouse 
Common Stock  11/10/2020    D    16844 (1)(2) D $6.17  0  I  As Trustee (2)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On November 10, 2020, Torotel, Inc. ("Torotel") merged with and into Thunder Merger Sub, Inc. (the "Merger"). As a result of the Merger, Torotel's outstanding shares were converted into the right to receive cash. The reporting person is filing this Form 4 to report disposition of Torotel securities as a result of the Merger. The reporting person made no market sales or purchases in connection with the dispositions reported in this Form 4.
(2)  These shares are held of record by the Reporting Person and his spouse as trustees of a trust established for their children.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SIZEMORE RICHARD A
8356 HALLET
LENEXA, KS 66215
X



Signatures
/s/ Richard A. Sizemore 11/25/2020
**Signature of Reporting Person Date