TORO CO — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-12-21

Reporting Person: Happe Michael J (Group VP, Res. & Cont.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-21	Common Stock	M	8800	$14.31	Acquired	14940.326	Direct
2012-12-21	Common Stock	S	8800	$42.681	Disposed	6140.326	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Non-Qualified Stock Option	$14.31	M	8800	Disposed	2018-12-03	Common Stock (8800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10893.918	Indirect
Performance Share Units	11328.375	Direct

Footnotes

F1: 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 $42.54 to $42.84, 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.

F2: Includes 3,026.464 shares of restricted stock and related dividend reinvestment shares that vest in full on the third anniversary of the date of grant, which was March 20, 2012.