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: Dordell Timothy P (VP, Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-03	Common Stock	A	4791	—	Acquired	4825.32	Direct
2015-12-03	Common Stock	F	2310	$74.33	Disposed	2515.32	Direct
2015-12-03	Performance Share Units	A	1597	—	Acquired	43562.604	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-04	Non-Qualified Stock Option	$77.64	A	11700	Acquired	2025-12-04	Common Stock (11700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	281.995	Indirect
Common Stock	118.226	Indirect

Footnotes

F1: Represents the payout of three-quarters 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: Represents the payout of one-quarter of a Performance Share Award for the Fiscal 2013 to Fiscal 2015 Performance Period under 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. The reporting person has deferred the payout of this portion of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, this portion of the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F3: Includes 140.574 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.

F4: Includes 0.493 shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan.

F5: Includes 135 shares that were reported as being owned directly by Mr. Dordell on previous Form 4 filings.

F6: Includes 0.345 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.

F7: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.