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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-05	Common Stock	A	6133	—	Acquired	105964.813	Direct
2013-12-05	Common Stock	F	2061	$59.31	Disposed	103903.813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option	$59.50	A	12000	Acquired	2023-12-06	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11580.543	Indirect

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 7.638 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 3,054.175 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 20, 2012.

F3: Includes 36.377 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.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.