TORO CO — Director's Dealing 2013

Dec 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-12-05

Reporting Person: Ramstad Peter M (VP, HR and Bus. Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-05	Performance Share Units	A	11298	—	Acquired	34628.866	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option	$59.50	A	9800	Acquired	2023-12-06	Common Stock (9800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5710.815	Direct
Common Stock	630.159	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2011 to Fiscal 2013 Performance Period under The Toro Company 2010 Equity and Incentive Plan, as amended, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 3, 2013, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2013 financial results that were released on December 5, 2013. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 193.686 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report.

F3: Includes 35.044 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 5.24 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 78.129 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.