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: Rodier Richard W (VP & GM, Sitework Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Performance Share Units	A	1557	—	Acquired	2125.004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	6400	Acquired	2026-12-09	Common Stock (6400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29730	Direct
Common Stock	13317.193	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. The reporting person has 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 is paid in performance share units under the Deferred Plan.

F2: Includes 1.748 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 41.87 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.

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