TORO CO — Director's Dealing 2012

Jun 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-08	Common Stock	M	15804	$16.1375	Acquired	258769.368	Direct
2012-06-08	Common Stock	S	15804	$72.155	Disposed	242965.368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-08	Non-Qualified Stock Option	$16.1375	M	15804	Disposed	2012-12-04	Common Stock (15804)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32150.353	Indirect
Performance Share Units	48398.722	Direct

Footnotes

F1: Includes 631.506 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F2: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $72.02 to $72.38, inclusive. The reporting person undertakes to provide to The Toro Company, any security holder of The Toro Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes 98.944 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 149.227 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.