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: 2012-08-28

Reporting Person: DRAZAN MICHAEL D (VP, Global Micro Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-28	Common Stock	M	1250	$12.08	Acquired	45392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-28	Incentive Stock Option	$12.08	M	1250	Disposed	2013-12-04	Common Stock (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4291.636	Indirect
Performance Share Units	26680.358	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 22,071 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: Includes 12.632 post-split shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report and 2,139.502 additional shares of common stock as a result of the Stock Split.

F3: Includes 78.768 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of the The Toro Company Deferred Compensation Plan for Officers since the date of his last report and 13,300.795 additional performance share units as a result of the Stock Split.

F4: This stock option was previously reported as covering 2,000 shares of common stock at an exercise price of $24.16 per share, and has been adjusted to reflect the Stock Split.