TORO CO — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-03-20

Reporting Person: Happe Michael J (Group VP, Res. & Cont.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-20	Common Stock	A	1500	—	Acquired	3043.317	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5175.718	Indirect
Performance Share Units	1153.998	Direct

Footnotes

F1: This is an award of restricted stock that vests and becomes non-forfeitable in full on March 20, 2015, which is the third anniversary of the date of grant.

F2: Includes 5.357 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 16.807 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); 87.401 shares acquired through individual and issuer matching contributions to the IS&ESOP; and 239.320 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: Includes 3.998 performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.