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: BURKART PHILIP A (VP, Irrigation Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-06	Performance Share Units	A	1500	—	Acquired	1500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Non-Qualified Stock Option	$56.45	A	4200	Acquired	2021-12-07	Common Stock (4200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44784	Direct
Common Stock	22618.344	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 and, accordingly, the reporting person's Performance Share Award is paid in performance share units under that plan.

F2: Includes 159.712 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.

F3: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.