TORO CO — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-12-28

Reporting Person: Larson Thomas J (VP, Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	4000	$20.365	Acquired	16713.836	Direct
2012-12-28	Common Stock	F	2614	$42.007	Disposed	14099.836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Non-Qualified Stock Option	$20.365	M	4000	Disposed	2019-12-01	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3346.004	Indirect
Performance Share Units	2006.547	Direct

Footnotes

F1: Includes 13.296 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 4,078.275 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. Also includes 10.26 shares of common stock acquired by the reporting person under the DRIP on shares not subject to restriction since the date of his last report.

F2: Includes 10.906 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.

F3: Includes 6.547 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.