TORO CO — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2012-12-26

Reporting Person: HOFFMAN MICHAEL J (Director, Chmn., CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	G	120000	—	Disposed	439764.215	Direct
2012-12-26	Common Stock	G	120000	—	Acquired	120000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	64879.445	Indirect
Performance Share Units	97669.775	Direct

Footnotes

F1: These shares were gifted by the reporting person to a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust and the reporting person is a special trustee of the trust. As special trustee of the trust, the reporting person has retained sole voting and dispositive power over these securities. The reporting person disclaims beneficial ownership of these securities for Section 16 purposes, except to the extent of any pecuniary interest of the reporting person, his spouse and his children residing in his household therein.

F2: Includes 1,339.215 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F3: Includes 211.476 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 318.688 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.