TORO CO — Director's Dealing 2014

Jun 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-05-30

Reporting Person: Happe Michael J (Group VP, Res. & Cont.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-30	Common Stock	M	5000	$20.365	Acquired	18910.962	Direct
2014-05-30	Common Stock	S	5000	$64.588	Disposed	13910.962	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-30	Non-Qualified Stock Option	$20.365	M	5000	Disposed	2019-12-01	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11888.25	Indirect
Performance Share Units	6496.687	Direct

Footnotes

F1: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.003 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 9.813 shares acquired under the DRIP on 3,071.301 shares of restricted stock. 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 $64.56 to $64.63, 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 the following shares of common stock acquired by the reporting person since the date of his last report: 37.432 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 58.661 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: Includes 20.729 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.

F5: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 1, 2009.