TORO CO — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-12-11

Reporting Person: Ramstad Peter M (VP, HR and Bus. Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Performance Share Units	A	18000	—	Acquired	23061.686	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Non-Qualified Stock Option	$42.06	A	13700	Acquired	2022-12-11	Common Stock (13700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6660.171	Direct
Common Stock	545.008	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2010 to Fiscal 2012 Performance Period under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 11, 2012. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: 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 2,508.691 additional performance share units. Also includes 44.304 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F3: Includes 58.233 post-split shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report and 3,300.969 additional shares of common stock acquired as a result of the Stock Split.

F4: Includes 4.764 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 270.122 additional shares of common stock acquired as a result of the Stock Split.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.