TORO CO — Director's Dealing 2014

Aug 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-08-22

Reporting Person: PETERSON RENEE J (VP, Treasurer & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-22	Common Stock	F	5286	$62.69	Disposed	30727.672	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	140.471	Indirect

Footnotes

F1: Represents shares of common stock withheld for the payment of taxes in connection with the third anniversary vesting on August 22, 2014, of 15,569.331 shares and related dividend reinvestment shares of the employment inducement grant awarded to the reporting person on August 22, 2011 (the "Inducement Grant"). The award of the Inducement Grant was previously reported on a Form 4 by the reporting person on August 24, 2011.? The Inducement Grant vested in three equal installments on the first, second and third anniversaries of the date of grant.

F2: Includes 147.472 shares acquired by the reporting person since the date of her last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 15,421.859 shares of restricted stock and related DRIP shares.

F3: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 1.091 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees; and 58.661 shares acquired through issuer annual investment fund contributions to the IS&ESOP.