TORO CO — Director's Dealing 2015

Mar 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-03-12

Reporting Person: Dordell Timothy P (VP, Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	G	150	—	Disposed	169.32	Direct
2015-03-12	Common Stock	M	5340	$21.165	Acquired	5509.32	Direct
2015-03-12	Common Stock	S	5340	$68.166	Disposed	169.32	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-12	Non-Qualified Stock Option	$21.165	M	5340	Disposed	2016-09-19	Common Stock (5340)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	145.437	Indirect
Common Stock	117.162	Indirect
Performance Share Units	41521.292	Direct

Footnotes

F1: These shares owned directly by Mr. Dordell were inadvertently reported as being owned through a trust on previous Form 4 filings.

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 $68.085 to $68.355, 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 range set forth in this footnote.

F3: Includes 0.592 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.035 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 57.894 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F5: Includes 168.38 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.

F6: The option vested in three equal annual installments commencing on the first anniversay of the date of grant, which was September 19, 2006.