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: DAHL AMY E (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	M	78.24	—	Acquired	2114.026	Direct
2016-12-05	Common Stock	F	27	$52.75	Disposed	2087.026	Direct
2016-12-06	Common Stock	M	239.878	—	Acquired	2326.904	Direct
2016-12-06	Common Stock	F	81	$54.52	Disposed	2245.904	Direct
2016-12-06	Common Stock	M	81.352	—	Acquired	2327.256	Direct
2016-12-06	Common Stock	F	28	$54.52	Disposed	2299.256	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	239.878	Disposed		Common Stock (239.878)	Direct
2016-12-06	Restricted Stock Units	$	M	81.352	Disposed		Common Stock (81.352)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3046.901	Indirect

Footnotes

F1: 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 1,017.893 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.

F2: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 18.571 post-split shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (the "IS&ESOP"); 19.278 post-split net shares acquired under the dividend reinvestment feature of the IS&ESOP less quarterly non-discretionary administrative fees; and 1,504.526 additional shares of common stock as a result of the Stock Split.

F3: Each restricted stock unit represents a contingent right to receive one share of Toro common stock.

F4: 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.

F5: The restricted stock units were adjusted to reflect the Stock Split.

F6: 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.

F7: 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.