TORO CO — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-08-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-26	Common Stock	G	3046	—	Disposed	93468.676	Direct
2016-08-29	Common Stock	M	6000	$14.31	Acquired	99468.676	Direct
2016-08-29	Common Stock	S	6000	$98.339	Disposed	93468.676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-29	Non-Qualified Stock Option	$14.31	M	6000	Disposed	2018-12-03	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.24	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $98.05 to $98.59, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Includes 0.113 shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP.

F3: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 3, 2008.