TORO CO — Director's Dealing 2016

Dec 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-12-08

Reporting Person: Svendsen Kurt D (VP, Information Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	A	1384	—	Acquired	7633.567	Direct
2016-12-08	Common Stock	F	466	$57.79	Disposed	7167.567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	6600	Acquired	2026-12-09	Common Stock (6600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9947.999	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2014 to Fiscal 2016 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, (the "Amended and Restated 2010 Plan") as approved by the issuer's Compensation & Human Resources Committee of its Board of Directors on December 6, 2016, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2016 financial results that were released on December 8, 2016. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.

F2: On September 16, 2016, the common stock of the issuer split two-for-one (the "Stock Split"), resulting in the reporting person's ownership of 3,093.757 additional shares of common stock and 62.053 post-split shares of common stock acquired under the dividend reinvestment feature of the account in which the shares are held since the date of his last report. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F3: Includes 4,925.548 additional shares of common stock as a result of the Stock Split and 96.903 post-split net shares acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report, less quarterly non-discretionary administrative fees.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.