TORO CO — Director's Dealing 2013

Aug 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-27	Common Stock	M	1000	$14.31	Acquired	8817.015	Direct
2013-08-27	Common Stock	S	1000	$53.00	Disposed	7817.015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-27	Non-Qualified Stock Option	$14.31	M	1000	Disposed	2018-12-03	Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11726.478	Indirect
Performance Share Units	9082.351	Direct

Footnotes

F1: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 27.826 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 17.844 shares acquired under the DRIP on 3,036.331 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: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 319.17 shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (IS&ESOP); 67.835 shares acquired under the dividend reinvestment feature of the IS&ESOP; 364.055 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP; and 12.055 shares acquired through an account true-up adjustment.

F3: Includes 52.889 performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.