TORO CO — Director's Dealing 2012

Aug 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-08-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-22	Common Stock	F	4972	$37.57	Disposed	40633.836	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.006	Indirect

Footnotes

F1: Represents post-split shares of common stock withheld for the payment of taxes in connection with the first anniversary vesting on August 22, 2012, of 15,201.946 post-split shares and related dividend reinvestment shares of the 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: On June 29, 2012, the common stock of the issuer split two-for-one resulting in the reporting person's ownership of 22,500 additional shares of restricted stock and 302.918 additional related dividend reinvestment shares under the Inducement Grant, and includes 431.604 post-split related dividend reinvestment shares acquired by the reporting person under The Toro Company Dividend Reinvestment Plan ("DRIP") from dividends paid on the Inducement Grant since the date of her last report.? Accordingly, this total amount represents 10,229.946 post-split shares of common stock and related dividend reinvestment shares held directly by the reporting person without restriction and 30,403.890 post-split unvested shares of restricted stock and related dividend reinvestment shares also subject to restriction under the Inducement Grant.

F3: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 2 post-split shares acquired through a customary issuer contribution to The Toro Company Investment, Savings & ESOP (IS&ESOP) in recognition of an employee's IS&ESOP participation eligibility after ninety days of employment; and 0.006 post-split shares acquired under the dividend reinvestment feature of the IS&ESOP.