TORO CO — Director's Dealing 2015

Jan 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2015-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Performance Share Units	D	6567.26	—	Disposed	3932.95	Direct
2015-01-15	Common Stock	A	6567.26	—	Acquired	20511.793	Direct
2015-01-15	Common Stock	F	2168.26	$61.48	Disposed	18343.533	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12016.743	Indirect

Footnotes

F1: Represents the payout of 6,456 shares of common stock and 111.26 related dividend reinvestment shares in connection with a Performance Share Award granted under The Toro Company 2010 Equity and Incentive Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors. The reporting person previously deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award was initially paid in performance share units under the Deferred Plan. A performance share unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2015, under the terms of the Deferred Plan, and, therefore, the performance share units were settled for shares of Toro common stock.

F2: Includes 42.582 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.003 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 12.675 shares acquired under the DRIP on 3,102.001 shares of restricted stock. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012.

F4: Includes 48.653 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP less quarterly non-discretionary administrative fees.