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: DRAZAN MICHAEL D (VP, Global Micro Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	A	9000	—	Acquired	54392	Direct
2012-12-11	Common Stock	F	3844	$42.06	Disposed	50548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Non-Qualified Stock Option	$42.06	A	10100	Acquired	2022-12-11	Common Stock (10100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4303.445	Indirect
Performance Share Units	26753.741	Direct

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 (the "PSP"), as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 11, 2012. Performance Share Awards are paid in shares of common stock under the PSP.

F2: Includes 11.809 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.

F3: Includes 73.383 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.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.