TORO CO — Director's Dealing 2015

Jun 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-06-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-02	Common Stock	M	26080	$20.095	Acquired	586870.785	Direct
2015-06-02	Common Stock	S	26080	$69.067	Disposed	560790.785	Direct
2015-06-03	Common Stock	M	66010	$20.095	Acquired	626800.785	Direct
2015-06-03	Common Stock	S	66010	$68.338	Disposed	560790.785	Direct
2015-06-03	Common Stock	M	23310	$20.095	Acquired	584100.785	Direct
2015-06-03	Common Stock	S	23310	$69.175	Disposed	560790.785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-02	Non-Qualified Stock Option	$20.095	M	26080	Disposed	2015-11-30	Common Stock (26080)	Direct
2015-06-03	Non-Qualified Stock Option	$20.095	M	66010	Disposed	2015-11-30	Common Stock (66010)	Direct
2015-06-03	Non-Qualified Stock Option	$20.095	M	23310	Disposed	2015-11-30	Common Stock (23310)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123546.87	Indirect
Common Stock	67001.438	Indirect

Footnotes

F1: Includes 2,707.314 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 $69.00 to $69.28, 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 ranges set forth in footnotes (2), (3) and (4) to this Form 4.

F3: 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 $68.00 to $68.97, inclusive.

F4: 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 $69.01 to $69.47, inclusive.

F5: Includes 951.501 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

F6: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 514.548 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 57.894 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F7: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 30, 2005.