TORO CO — Director's Dealing 2012

Oct 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-10-19

Reporting Person: Altmaier Judy L (VP, Operations & Quality Mgmt.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-19	Common Stock	F	3235	$41.37	Disposed	6656.267	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70.574	Indirect

Footnotes

F1: Represents post-split shares of common stock withheld for the payment of taxes in connection with the vesting on October 19, 2012, of 9,891.267 post-split shares and related dividend reinvestment shares of the employment inducement grant awarded to the reporting person on October 19, 2009 (the "Inducement Grant"). The award of the Inducement Grant was previously reported on a Form 4 by the reporting person on October 20, 2009.? The Inducement Grant vested in full on the third anniversary of the date of grant.

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 4,752 additional shares of restricted stock and 133.372 additional related dividend reinvestment shares under the Inducement Grant, and includes 120.523 post-split related dividend reinvestment shares acquired by the reporting person under The Toro Company Dividend Reinvestment Plan ("DRIP") from dividends paid on the Inducement Grant since the date of her 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 1.010 additional shares of common stock acquired by the reporting person as a result of the Stock Split and the following post-split shares of common stock acquired by the reporting person since the date of her last report: 0.622 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 67.932 shares acquired through issuer annual investment fund contributions to the IS&ESOP.