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: HOFFMAN MICHAEL J (Director, Chmn., CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Common Stock	A	14750	—	Acquired	245200.21	Direct
2011-12-06	Common Stock	F	6299	$56.88	Disposed	238901.21	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Non-Qualified Stock Option	$56.45	A	66300	Acquired	2021-12-07	Common Stock (66300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31889.025	Indirect
Performance Share Units	48082.335	Direct

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 (the "PSP"), 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. Performance Share Awards are paid in shares of common stock under the PSP.

F2: Includes 793.478 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F3: Includes 122.395 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report.

F4: Includes 184.931 performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.

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