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: BROWN WILLIAM E JR (Group VP, Comm. & Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-04	Common Stock	A	3853	—	Acquired	107797.001	Direct
2014-12-04	Common Stock	F	1295	$64.97	Disposed	106502.001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-05	Non-Qualified Stock Option	$62.75	A	11300	Acquired	2024-12-05	Common Stock (11300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4952.772	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 (the "2010 Plan"), 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. Performance Share Awards are paid in shares of common stock under the 2010 Plan.

F2: Includes 30.7 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 3,071.301 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.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 48.633 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 58.661 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.