TORO CO — Director's Dealing 2012

Sep 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-09-21

Reporting Person: COOPER JANET KATHERINE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-21	Common Stock	M	8000	$16.9675	Acquired	19894	Direct
2012-09-21	Common Stock	S	8000	$40.00	Disposed	11894	Direct
2012-09-25	Common Stock	G	2057	—	Disposed	9837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-21	Non-Qualified Stock Option	$16.9675	M	8000	Disposed	2014-11-01	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Units	20847.414	Direct

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 5,947 additional shares of common stock. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F2: Includes 197.616 post-split common stock units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Non-Employee Directors since the date of her last report and 10,324.899 additional common stock units as a result of the Stock Split.

F3: This stock option was previously reported as covering 4,000 shares of common stock at an exercise price of $33.935 per share, and has been adjusted to reflect the Stock Split.