TORO CO — Director's Dealing 2013

Jan 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-15	Performance Share Units	D	2335.997	—	Disposed	9029.462	Direct
2013-01-15	Common Stock	A	2335.997	—	Acquired	8496.342	Direct
2013-01-15	Common Stock	F	724.997	$43.42	Disposed	7771.345	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10963.363	Indirect

Footnotes

F1: Represents the payout of 2,300 shares of common stock and 35.997 related dividend reinvestment shares in connection with a Performance Share Award for the Fiscal 2009 to Fiscal 2011 Performance Period under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors. The reporting person previously 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 was initially paid in performance share units under the Deferred Plan. The reporting person previously elected to receive a single lump sum distribution payable in January 2013 under the terms of the Deferred Plan.

F2: Includes 37.084 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 the following shares of common stock acquired by the reporting person since the date of his last report: 10.152 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 9.867 shares acquired under the DRIP on 3,026.464 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.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 33.82 shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (IS&ESOP); and 35.625 shares acquired under the dividend reinvestment feature of the IS&ESOP.