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: 2013-12-05

Reporting Person: Larson Thomas J (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-05	Performance Share Units	A	1614	—	Acquired	3637.344	Direct
2013-12-05	Common Stock	A	1614	—	Acquired	15774.67	Direct
2013-12-05	Common Stock	F	543	$59.31	Disposed	15231.67	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option	$59.50	A	4700	Acquired	2023-12-06	Common Stock (4700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3453.364	Indirect

Footnotes

F1: Represents the payout of one-half of a Performance Share Award for the Fiscal 2011 to Fiscal 2013 Performance Period under The Toro Company 2010 Equity and Incentive Plan, as amended (the "2010 Plan"), as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 3, 2013, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2013 financial results that were released on December 5, 2013. The reporting person has deferred the payout of this portion of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, this portion of the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 16.797 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: Represents the payout of one-half of a Performance Share Award for the Fiscal 2011 to Fiscal 2013 Performance Period under the 2010 Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 3, 2013, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2013 financial results that were released on December 5, 2013. Performance Share Awards are paid in shares of common stock under the 2010 Plan.

F4: Includes 34.337 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 4,091.571 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. Also includes 26.497 shares of common stock acquired by the reporting person under the DRIP on shares not subject to restriction since the date of his last report.

F5: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 28.711 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 78.649 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.

F6: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.