TORO CO — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-11-01

Reporting Person: Ellis Gary Lee (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	A	1128	—	Acquired	17792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Non-Qualified Stock Option	$43.11	A	3421	Acquired	2022-11-01	Common Stock (3421)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Units	1739.217	Direct

Footnotes

F1: Annual common stock award for service as a non-employee director issued under The Toro Company 2010 Equity and Incentive Plan, as amended (the "2010 Plan").

F2: 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 8,332 additional shares of common stock. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F3: Includes 21.217 post-split common stock units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Non-Employee Directors since the date of his last report and 859 additional common stock units acquired as a result of the Stock Split.

F4: Annual option grant for service as a non-employee director issued under the 2010 Plan.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.