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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Performance Share Units	D	9105.049	—	Disposed	6504.105	Direct
2014-01-15	Common Stock	A	9105.049	—	Acquired	16939.195	Direct
2014-01-15	Common Stock	F	3059.049	$63.99	Disposed	13880.146	Direct
2014-01-16	Performance Share Units	D	28.147	—	Disposed	6475.958	Direct
2014-01-16	Common Stock	A	28.147	—	Acquired	13908.293	Direct
2014-01-16	Common Stock	F	7.147	$63.55	Disposed	13901.146	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11792.157	Indirect

Footnotes

F1: Represents the payout of 9,000 shares of common stock and 105.049 related dividend reinvestment shares in connection with a Performance Share Award 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 Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award was 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 48.105 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 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 9.488 shares acquired under the DRIP on 3,061.813 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.

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 9,105.049 performance share units that were paid out as discussed in Footnote #1 hereto.

F5: Includes 36.349 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.