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: BROWN WILLIAM E JR (Group VP, Comm. & Irrigation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	F	1066	$69.45	Disposed	103215.676	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5014.971	Indirect

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 12.675 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan on 3,102.001 shares of restricted stock.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 20.17 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 42.029 shares acquired through issuer annual investment fund contributions to the IS&ESOP.