TORO CO — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	M	15400	$20.095	Acquired	119313.301	Direct
2014-02-24	Common Stock	S	15400	$65.471	Disposed	103913.301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Non-Qualified Stock Option	$20.095	M	15400	Disposed	2015-11-30	Common Stock (15400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4845.478	Indirect

Footnotes

F1: Includes 9.488 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 3,061.813 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.

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 $65.08 to $65.79, 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: Includes 14.935 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 vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 30, 2005.