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: Grams Blake M (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Performance Share Units	A	950	—	Acquired	2086.034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Non-Qualified Stock Option	$56.45	A	4100	Acquired	2021-12-07	Common Stock (4100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2014.29	Direct
Common Stock	7078.249	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 11.487 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 2,000 shares of restricted stock awarded to the reporting person, and 14.290 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") from dividends paid on the restricted stock since the date of his last report. The restricted stock and related DRIP shares vest in full on the third anniversary of the date of grant, which was March 30, 2011.

F4: Includes 71.291 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.

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