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: 2013-12-06

Reporting Person: PETERSON RENEE J (VP, Treasurer & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option	$59.50	A	19400	Acquired	2023-12-06	Common Stock (19400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35866.2	Direct
Common Stock	80.719	Indirect

Footnotes

F1: Includes 38.469 shares acquired by the reporting person since the date of her last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 15,383.39 shares of restricted stock and related DRIP shares. The restricted stock is an employment inducement grant awarded to the reporting person on August 22, 2011 (the "Inducement Grant"). The Inducement Grant vests in three equal installments on the first, second and third anniversaries of the date of grant. This total amount includes 20,444.341 shares of common stock and related dividend reinvestment shares held directly by the reporting person without restriction.

F2: Includes 0.202 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 her last report.

F3: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.