TORO CO — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-05-30

Reporting Person: BROWN WILLIAM E JR (Group VP, Intl. & Comm.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-30	Common Stock	M	2902	$16.1375	Acquired	46411.635	Direct
2012-05-30	Common Stock	S	2902	$74.65	Disposed	43509.635	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-30	Non-Qualified Stock Option	$16.1375	M	2902	Disposed	2012-12-04	Common Stock (2902)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7125.183	Indirect

Footnotes

F1: Includes 4.635 shares acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 1,500 shares of restricted stock. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012.

F2: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $74.62 to $74.71, inclusive. The reporting person undertakes to provide to The Toro Company, any security holder of The Toro Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes 21.928 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.