TORO CO — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-11-01

Reporting Person: HARLESS KATHERINE J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock Units	A	1268	—	Acquired	6374.247	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Non-Qualified Stock Option	$47.17	A	4951	Acquired	2026-11-01	Common Stock (4951)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61896	Direct

Footnotes

F1: Annual common stock award for service as a non-employee director issued under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended (the "Amended and Restated 2010 Plan"). The reporting person has deferred the payout of her stock award under The Toro Company Deferred Compensation Plan for Non-Employee Directors (the "Deferred Plan") and, accordingly, the reporting person's stock award is paid in common stock units under the Deferred 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 2,516.974 additional common stock units. Also includes 72.299 post-split common stock units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of her last report. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.

F3: Includes 30,948 additional shares of common stock acquired as a result of the Stock Split.

F4: Annual option grant for service as a non-employee director issued under the Amended and Restated 2010 Plan.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.