TORO CO — Director's Dealing 2013

Dec 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2013-12-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-19	Common Stock	M	8000	$28.225	Acquired	43866.2	Direct
2013-12-19	Common Stock	S	8000	$61.218	Disposed	35866.2	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-19	Non-Qualified Stock Option	$28.225	M	8000	Disposed	2021-12-07	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	80.719	Indirect

Footnotes

F1: Includes 15,421.859 shares of restricted stock and related dividend reinvestment shares that will vest on August 22, 2014. The restricted stock is the third vesting tranche of an employment inducement grant awarded to the reporting person on August 22, 2011, and which vests in three equal installments on the first, second and third anniversaries of the date of grant.

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 $61.10 to $61.38, 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: The option vests in three equal annual installments commencing on the date of grant, which was December 7, 2011.