TORO CO — Director's Dealing 2013

Aug 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-08-22

Reporting Person: PETERSON RENEE J (VP, Treasurer & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-22	Common Stock	F	5169	$52.32	Disposed	35827.731	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	80.517	Indirect

Footnotes

F1: Represents shares of common stock withheld for the payment of taxes in connection with the second anniversary vesting on August 22, 2013, of 15,383.391 shares and related dividend reinvestment shares of the employment inducement grant awarded to the reporting person on August 22, 2011 (the "Inducement Grant"). The award of the Inducement Grant was previously reported on a Form 4 by the reporting person on August 24, 2011.? The Inducement Grant vests in three equal installments on the first, second and third anniversaries of the date of grant.

F2: Includes 279.146 shares acquired by the reporting person since the date of her last report under The Toro Company Dividend Reinvestment Plan on 30,487.635 shares of restricted stock and related DRIP shares. This total amount represents 20,444.341 shares of common stock and related dividend reinvestment shares held directly by the reporting person without restriction and 15,383.39 unvested shares of restricted stock and related dividend reinvestment shares also subject to restriction under the Inducement Grant.

F3: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 0.476 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 78.029 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.