TORO CO — Director's Dealing 2014

Jun 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2014-06-26

Reporting Person: HOFFMAN MICHAEL J (Director, Chairman, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-26	Common Stock	M	80000	$18.51	Acquired	609758.234	Direct
2014-06-26	Common Stock	S	80000	$62.669	Disposed	529758.234	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-26	Non-Qualified Stock Option	$18.51	M	80000	Disposed	2014-12-02	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121769.862	Indirect
Common Stock	65984.111	Indirect

Footnotes

F1: Includes 1,107.467 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan (the "DRIP") since the date of his last report.

F2: 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 $62.39 to $63.25, 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.

F3: Includes 387.836 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 208.693 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.

F5: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 2, 2004.