TORO CO — Director's Dealing 2011

Dec 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2011-12-06

Reporting Person: Dordell Timothy P (VP, Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Performance Share Units	A	2800	—	Acquired	5521.51	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Non-Qualified Stock Option	$56.45	A	11200	Acquired	2021-12-07	Common Stock (11200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1834.798	Indirect
Common Stock	208.299	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2009 to Fiscal 2011 Performance Period under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors and conditioned upon and subject to confirmation by the registrant's Fiscal 2011 financial results released on December 6, 2011. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 36.193 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report.

F3: Includes 0.930 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 2.402 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 58.142 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.