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: BROWN WILLIAM E JR (Group VP, Res & Cont)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	A	7829	—	Acquired	194766.352	Direct
2016-12-08	Common Stock	F	3774	$57.79	Disposed	190992.352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	25400	Acquired	2026-12-09	Common Stock (25400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68.695	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 93,468.676 additional shares of common stock. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F3: Includes 34.24 additional shares of common stock as a result of the Stock Split and 0.215 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.