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: Larson Thomas J (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Performance Share Units	A	3230	—	Acquired	19430.975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	8200	Acquired	2026-12-09	Common Stock (8200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26162.759	Direct
Common Stock	92.558	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: 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 8,075.048 additional performance share units and 50.879 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan 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 13,073.707 additional shares of common stock as a result of the Stock Split and 15.345 post-split shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan since the date of his last report.

F4: Includes 46.134 additional shares of common stock as a result of the Stock Split and 0.29 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.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.