TORO CO — Director's Dealing 2013

Jul 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-07-16

Reporting Person: Grams Blake M (VP, Global Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-16	Restricted Stock Unit	$	A	750	Acquired		Common Stock (750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4115.616	Direct
Common Stock	3017.387	Indirect
Performance Share Units	10317.087	Direct

Footnotes

F1: Includes 24.045 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 4,091.571 shares of restricted stock and related DRIP shares. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 30, 2011.

F2: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 17.602 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 78.571 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.

F3: Includes 60.08 performance share units acquired by the reporting person under the dividend reinvestment feature of the The Toro Company Deferred Compensation Plan for Officers since the date of his last report.

F4: Each restricted stock unit represents a contingent right to receive one share of Toro common stock.

F5: The restricted stock units vest and become non-forfeitable in full on July 16, 2016, which is the third anniversary of the date of grant.