TORO CO — Director's Dealing 2016

Dec 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-12-05

Reporting Person: HAMILTON BRADLEY A (VP & GM, Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	M	78.24	—	Acquired	1112.006	Direct
2016-12-05	Common Stock	F	27	$52.75	Disposed	1085.006	Direct
2016-12-06	Common Stock	M	208.591	—	Acquired	1293.597	Direct
2016-12-06	Common Stock	F	71	$54.52	Disposed	1222.597	Direct
2016-12-06	Common Stock	M	70.927	—	Acquired	1293.524	Direct
2016-12-06	Common Stock	F	24	$54.52	Disposed	1269.524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-05	Restricted Stock Units	$	M	78.24	Disposed		Common Stock (78.24)	Direct
2016-12-06	Restricted Stock Units	$	M	208.591	Disposed		Common Stock (208.591)	Direct
2016-12-06	Restricted Stock Units	$	M	70.927	Disposed		Common Stock (70.927)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	769.191	Indirect

Footnotes

F1: Includes 2.419 shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP.

F2: Each restricted stock unit represents a contingent right to receive one share of Toro common stock.

F3: The restricted stock units and related dividend equivalents vest and become non-forfeitable in three equal annual installments commencing on December 5, 2015, which was the first anniversary of the date of grant.

F4: The restricted stock units and related dividend equivalents vested and became non-forfeitable in full on December 6, 2016, which is the third anniversary of the date of grant.

F5: The restricted stock units and related dividend equivalents vested and became non-forfeitable in three equal annual installments commencing on December 6, 2014, which was the first anniversary of the date of grant.