TORO CO — Director's Dealing 2012

Mar 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-03-15

Reporting Person: Grams Blake M (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	S	1000	$71.775	Disposed	6154.339	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2021.307	Direct
Performance Share Units	2093.286	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions. 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 and the prices at which sold.

F2: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 24.618 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 51.472 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F3: Includes 7.017 shares acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 2,014.290 shares of restricted stock and related DRIP shares. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 30, 2011.

F4: Includes 7.252 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report.