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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Performance Share Units	A	9000	—	Acquired	11328.375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Non-Qualified Stock Option	$42.06	A	16800	Acquired	2022-12-11	Common Stock (16800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6140.326	Direct
Common Stock	10893.918	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 1,160.994 additional performance share units. Also includes 6.387 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 ownership of 1,509.075 additional shares of common stock subject to restriction and 1,552.654 additional shares of common stock not subject to restriction acquired as a result of the Stock Split. Also includes 8.314 post-split dividend reinvestment shares acquired by the reporting person under The Toro Company Dividend Reinvestment Plan ("DRIP") from dividends paid on the restricted stock and 8.554 shares of post-split common stock not subject to restriction acquired under the DRIP since the date of his last report. 3,026.464 shares of restricted stock and related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 29.842 post-split shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP ("IS&ESOP"); 180.533 post-split shares acquired through regular individual and issuer matching contributions to the IS&ESOP; and 5,332.121 additional shares 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.