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: DRAZAN MICHAEL D (VP, Global Micro Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-03	Common Stock	A	3160	—	Acquired	56011	Direct
2015-12-03	Common Stock	F	1524	$74.33	Disposed	54487	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4674.367	Indirect
Performance Share Units	27827.083	Direct

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 15.422 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.

F3: Includes 93.214 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.