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: Altmaier Judy L (VP, Exmark)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	A	5931	—	Acquired	5931	Direct
2016-12-08	Common Stock	F	1919	$57.79	Disposed	4012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Non-Qualified Stock Option	$56.54	A	10200	Acquired	2026-12-09	Common Stock (10200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	645.839	Indirect
Performance Share Units	45798.415	Direct

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 273.977 additional shares of common stock. Also includes 5.917 post-split net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees and 91.968 post-split shares acquired through issuer annual investment fund contributions to the IS&ESOP since the date of her last report.

F3: Includes 22,673.986 additional performance share units as a result of the Stock Split and 450.443 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of her last report.

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