TORO CO — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-03-31

Reporting Person: Grams Blake M (VP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-31	Common Stock	F	1416	$63.19	Disposed	2722.693	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58.661	Indirect
Performance Share Units	14259.818	Direct

Footnotes

F1: Represents shares of common stock withheld for the payment of taxes in connection with the vesting of 4,138.693 shares and related dividend reinvestment shares of the restricted stock grant awarded to the reporting person on March 30, 2011 (the "Grant"). The award of the Grant was previously reported on a Form 4 by the reporting person on March 31, 2011.?The Grant vested in full on the third anniversary of the date of grant.

F2: Includes 12.785 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan.

F3: Includes 58.661 shares acquired by the reporting person since the date of his last report through issuer annual investment fund contributions to The Toro Company Investment, Savings & ESOP.

F4: Includes 43.947 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.