TORO CO — Director's Dealing 2012

Mar 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-03-23

Reporting Person: HOFFMAN MICHAEL J (Director, Chmn., CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-23	Common Stock	M	20000	$16.1375	Acquired	257559.862	Direct
2012-03-23	Common Stock	S	20000	$70.12	Disposed	237559.862	Direct
2012-03-23	Common Stock	M	6196	$16.1375	Acquired	243755.862	Direct
2012-03-23	Common Stock	F	1422	$70.32	Disposed	242333.862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-23	Non-Qualified Stock Option	$16.1375	M	20000	Disposed	2012-12-04	Common Stock (20000)	Direct
2012-03-23	Incentive Stock Option	$16.1375	M	6196	Disposed	2012-12-04	Common Stock (6196)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32051.409	Indirect
Performance Share Units	48249.495	Direct

Footnotes

F1: Includes 713.652 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

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 $70.00 to $70.33, inclusive. The reporting person undertakes to provide to The Toro Company, any security holder of The Toro Company, 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 the following shares of common stock acquired by the reporting person since the date of his last report: 110.912 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 51.472 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: Includes 167.160 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.