TORO CO — Director's Dealing 2014

Dec 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-12-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-04	Performance Share Units	A	3917	—	Acquired	10457.628	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-05	Non-Qualified Stock Option	$62.75	A	12900	Acquired	2024-12-05	Common Stock (12900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13931.855	Direct
Common Stock	11968.09	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2012 to Fiscal 2014 Performance Period under The Toro Company 2010 Equity and Incentive Plan, as amended, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 2, 2014, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2014 financial results that were released on December 4, 2014. The reporting person has 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 is paid in performance share units under the Deferred Plan.

F2: Includes 43.941 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.006 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 20.887 shares acquired under the DRIP on 3,081.114 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: Includes 79.84 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.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.