TORO CO — Director's Dealing 2015

Sep 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-09-08

Reporting Person: Happe Michael J (Group VP, Res. & Cont.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-08	Common Stock	M	2000	$20.365	Acquired	17278.539	Direct
2015-09-08	Common Stock	S	2000	$71.82	Disposed	15278.539	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-08	Non-Qualified Stock Option	$20.365	M	2000	Disposed	2019-12-01	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12162.584	Indirect
Performance Share Units	3961.721	Direct

Footnotes

F1: Includes 0.003 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan.

F2: Includes 44.021 net 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 Investment, Savings & ESOP less quarterly non-discretionary administrative fees.

F3: Includes 14.402 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.

F4: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 1, 2009.