TORO CO — Director's Dealing 2012

Jun 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-06-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-22	Common Stock	M	2400	$28.62	Acquired	5461.729	Direct
2012-06-22	Common Stock	S	2400	$72.941	Disposed	3061.729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-22	Non-Qualified Stock Option	$28.62	M	2400	Disposed	2018-12-03	Common Stock (2400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5332.121	Indirect
Performance Share Units	1160.994	Direct

Footnotes

F1: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 9.337 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 9.075 shares acquired under the DRIP on restricted stock. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012.

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 $72.935 to $72.95, 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: 114.097 shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (IS&ESOP); 31.590 shares acquired under the dividend reinvestment feature of the IS&ESOP; and 10.716 shares acquired through an account true-up adjustment.

F4: Includes 6.996 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.