TORO CO — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-27	Common Stock	S	2722.693	$64.443	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58.682	Indirect
Performance Share Units	14305.462	Direct

Footnotes

F1: 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 $64.318 to $64.54, 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.

F2: Includes 0.021 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP less quarterly non-discretionary administrative fees.

F3: Includes 45.644 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.