TORO CO — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-03-08

Reporting Person: Grams Blake M (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	5800	$14.31	Acquired	9891.571	Direct
2013-03-08	Common Stock	S	5800	$47.147	Disposed	4091.571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Non-Qualified Stock Option	$14.31	M	5800	Disposed	2018-12-03	Common Stock (5800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2921.214	Indirect
Performance Share Units	10257.007	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.

F2: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $47.13 to $47.25, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Includes 9.522 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.

F4: Includes 33.468 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.