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: HOFFMAN MICHAEL J (Director, Chairman, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-05	Common Stock	A	62300	—	Acquired	503302.715	Direct
2013-12-05	Common Stock	F	27898	$59.31	Disposed	475404.715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option	$59.50	A	75300	Acquired	2023-12-06	Common Stock (75300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121007.055	Indirect
Common Stock	65514.189	Indirect
Performance Share Units	98487.387	Direct

Footnotes

F1: Represents the payout 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. Performance Share Awards are paid in shares of common stock under the 2010 Plan.

F2: Includes 731.774 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan (the "DRIP") since the date of his last report.

F3: Includes 301.846 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

F4: Includes 163.45 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.

F5: Includes 245.524 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.

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