TORO CO — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-09-28

Reporting Person: Redetzke Darren L (VP, Commercial Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Stock	M	7800	$27.465	Acquired	11492.484	Direct
2012-09-28	Common Stock	S	7800	$39.406	Disposed	3692.484	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Non-Qualified Stock Option	$27.465	M	7800	Disposed	2017-11-28	Common Stock (7800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14950.796	Indirect

Footnotes

F1: On June 29, 2012, the common stock of the issuer split two-for-one (the "Stock Split"), resulting in the reporting person's ownership of 1,835.692 additional shares of common stock and 21.100 post-split shares of common stock acquired by the reporting person under a dividend reinvestment feature of the account in which the shares are held since the date of his last report. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

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 $39.389 to $39.47, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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 the following shares of common stock acquired by the reporting person since the date of his last report: 141.030 post-split shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); 102.944 post-split shares acquired through issuer annual investment fund contributions to the IS&ESOP; and 7,353.411additional shares as a result of the Stock Split.

F4: This stock option was previously reported as covering 3,900 shares of common stock at an exercise price of $54.93 per share, and has been adjusted to reflect the Stock Split.