TORO CO — Director's Dealing 2015

Mar 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	F	1065	$69.45	Disposed	17278.533	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12074.637	Indirect
Performance Share Units	3932.95	Direct

Footnotes

F1: Represents shares of common stock withheld for the payment of taxes in connection with the vesting on March 20, 2015, of 3,114.676 shares and related dividend reinvestment shares of restricted stock awarded to the reporting person on March 20, 2012 (the "Restricted Stock Award"). The Restricted Stock Award was previously reported on a Form 4 by the reporting person on March 21, 2012, and has been adjusted to reflect the issuer's two-for-one common stock split on June 29, 2012.?The Restricted Stock Award and all related dividend reinvestment shares vested in full on the third anniversary of the date of grant.

F2: Includes 57.894 shares of common stock acquired by the reporting person since the date of his last report through issuer annual investment fund contributions to The Toro Company Investment, Savings & ESOP.