TORO CO — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-12-11

Reporting Person: PETERSON RENEE J (VP, Finance & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Non-Qualified Stock Option	$42.06	A	25800	Acquired	2022-12-11	Common Stock (25800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40717.585	Direct
Common Stock	2.012	Indirect

Footnotes

F1: Includes 83.749 shares acquired by the reporting person since the date of her last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 30,403.890 shares of restricted stock and related DRIP shares. The restricted stock is an employment inducement grant awarded to the reporting person on August 22, 2011 (the "Inducement Grant"). The award of the Inducement Grant was previously reported on a Form 4 by the reporting person on August 24, 2011.?The Inducement Grant vests in three equal installments on the first, second and third anniversaries of the date of grant.

F2: Includes .006 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 her last report.

F3: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.