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: HOFFMAN MICHAEL J (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	A	53771	—	Acquired	1225407	Direct
2016-12-08	Common Stock	F	25918	$57.79	Disposed	1199489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	44200	Acquired	2026-12-09	Common Stock (44200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40	Indirect
Common Stock	252395.107	Indirect
Common Stock	136968.749	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: Includes 2,232.793 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan (a "DRIP") since the date of his last report, less an account adjustment of 0.583 shares.

F3: Includes 791.815 shares of common stock acquired by the reporting person under a DRIP since the date of his last report.

F4: Includes 430.319 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.