TORO CO — Director's Dealing 2015

May 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-05-01

Reporting Person: DAHL AMY E (VP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-01	Restricted Stock Units	$	A	1500	Acquired		Common Stock (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	568.522	Direct
Common Stock	1381.732	Indirect

Footnotes

F1: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 4.945 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees; and 3.48 shares acquired through regular individual and issuer matching contributions to the IS&ESOP.

F2: Each restricted stock unit represents a contingent right to receive one share of Toro common stock.

F3: The restricted stock units vest and become non-forfeitable in full on May 1, 2018, which is the third anniversary of the date of grant.