TORO CO — Director's Dealing 2014

Jan 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Performance Share Units	D	98487.387	—	Disposed	304.463	Direct
2014-01-15	Common Stock	A	98487.387	—	Acquired	574801.154	Direct
2014-01-15	Common Stock	F	46322.387	$63.99	Disposed	528478.767	Direct
2014-01-16	Performance Share Units	D	304.463	—	Disposed	0	Direct
2014-01-16	Common Stock	A	304.463	—	Acquired	528783.23	Direct
2014-01-16	Common Stock	F	132.463	$63.55	Disposed	528650.767	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121382.026	Indirect
Common Stock	65716.757	Indirect

Footnotes

F1: Represents the payout of 88,176 shares of common stock and 10,311.387 related dividend reinvestment shares in connection with Performance Share Awards granted under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors. The reporting person previously deferred the payout of his Performance Share Awards under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Awards were initially paid in performance share units under the Deferred Plan. A performance share unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2014 under the terms of the Deferred Plan, and, therefore, the perfomance share units were settled for shares of Toro common stock.

F2: Includes 304.463 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report, which were earned on January 15, 2014, but not reflected in the reporting person's account until January 16, 2014.

F3: Includes 909.052 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.

F4: Represents the payout of additional dividend reinvestment shares earned on January 15, 2014, but not reflected in the reporting person's account until January 16, 2014, on the 98,487.387 performance share units that were paid out as discussed in Footnote #1 hereto.

F5: Includes 374.971 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

F6: Includes 202.568 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.