TORO CO — Director's Dealing 2012

Aug 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-27	Common Stock	M	8400	$22.45	Acquired	12467.072	Direct
2012-08-27	Common Stock	S	8400	$37.463	Disposed	4067.072	Direct
2012-08-27	Common Stock	M	8200	$27.465	Acquired	12267.072	Direct
2012-08-27	Common Stock	S	8200	$37.397	Disposed	4067.072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-27	Non-Qualified Stock Option	$22.45	M	8400	Disposed	2016-11-30	Common Stock (8400)	Direct
2012-08-27	Non-Qualified Stock Option	$27.465	M	8200	Disposed	2017-11-28	Common Stock (8200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12383.122	Indirect
Performance Share Units	4211.954	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 2,000 additional shares of restricted stock and 21.307 additional related dividend reinvestment shares, and includes 24.458 post-split related dividend reinvestment shares acquired by the reporting person under The Toro Company Dividend Reinvestment Plan ("DRIP") from dividends paid on the restricted stock since the date of his last report.? 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. 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 $37.43 to $37.54, 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: 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 $37.36 to $37.45, 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.

F4: Includes 74.444 post-split 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 and 6,154.339 additional shares of common stock as a result of the Stock Split.

F5: Includes 25.382 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of the The Toro Company Deferred Compensation Plan for Officers since the date of his last report and 2,093.286 additional performance share units as a result of the Stock Split.

F6: This stock option was previously reported as covering 4,200 shares of common stock at an exercise price of $44.90 per share, and has been adjusted to reflect the Stock Split.

F7: This stock option was previously reported as covering 4,100 shares of common stock at an exercise price of $54.93 per share, and has been adjusted to reflect the Stock Split.