TORO CO — Director's Dealing 2013

Jun 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-05-30

Reporting Person: BROWN WILLIAM E JR (Group VP, Comm. & Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-30	Common Stock	M	16000	$12.08	Acquired	107443.53	Direct
2013-05-30	Common Stock	F	4066	$47.54	Disposed	103377.53	Direct
2013-05-31	Common Stock	S	235	$47.672	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-30	Incentive Stock Option	$12.08	M	16000	Disposed	2013-12-04	Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14502.974	Indirect

Footnotes

F1: Includes 19.066 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 3,026.464 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: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 90.519 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 80.696 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.