TORO CO — Director's Dealing 2012

Sep 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-09-20

Reporting Person: HOFFMAN MICHAEL J (Director, Chmn., CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-20	Common Stock	G	1580	—	Disposed	485560.588	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64490.516	Indirect
Performance Share Units	97084.062	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 242,965.368 additional shares of common stock and 1,209.852 post-split shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F2: Includes 189.810 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 32,150.353 additional shares of common stock as a result of the Stock Split.

F3: Includes 286.618 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 48,398.722 additional performance share units as a result of the Stock Split.