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: STEINHAFEL GREGG W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-27	Common Stock	S	15624	$37.517	Disposed	0	Direct
2012-08-27	Common Stock	M	8000	$16.9675	Acquired	8000	Direct
2012-08-27	Common Stock	F	3632	$37.38	Disposed	4368	Direct
2012-08-27	Common Stock	M	7092	$18.695	Acquired	11460	Direct
2012-08-27	Common Stock	F	3547	$37.38	Disposed	7913	Direct
2012-08-27	Common Stock	M	6556	$21.30	Acquired	14469	Direct
2012-08-27	Common Stock	F	3736	$37.38	Disposed	10733	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-27	Non-Qualified Stock Option	$16.9675	M	8000	Disposed	2014-11-01	Common Stock (8000)	Direct
2012-08-27	Non-Qualified Stock Option	$18.695	M	7092	Disposed	2015-11-01	Common Stock (7092)	Direct
2012-08-27	Non-Qualified Stock Option	$21.30	M	6556	Disposed	2016-11-01	Common Stock (6556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Units	2592.56	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 7,812 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.

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 $37.46 to $37.64, 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: Includes 24.574 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 1,283.993 additional common stock units as a result of the Stock Split.

F4: This stock option was previously reported as covering 4,000 shares of common stock at an exercise price of $33.935 per share, and has been adjusted to reflect the Stock Split.

F5: This stock option was previously reported as covering 3,546 shares of common stock at an exercise price of $37.39 per share, and has been adjusted to reflect the Stock Split.

F6: This stock option was previously reported as covering 3,278 shares of common stock at an exercise price of $42.60 per share, and has been adjusted to reflect the Stock Split.