TORO CO — Director's Dealing 2015

Dec 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-12-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-03	Common Stock	A	39960	—	Acquired	601607.412	Direct
2015-12-03	Common Stock	F	19261	$74.33	Disposed	582346.412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-04	Non-Qualified Stock Option	$77.64	A	69000	Acquired	2025-12-04	Common Stock (69000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20	Indirect
Common Stock	124415.687	Indirect
Common Stock	67472.048	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2013 to Fiscal 2015 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended, (the "Amended and Restated 2010 Plan") as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 1, 2015, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2015 financial results that were released on December 3, 2015. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.

F2: Includes 1,182.76 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan (the "DRIP") since the date of his last report.

F3: Includes 417.594 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

F4: Includes 226.456 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.