TORO CO — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-07-16

Reporting Person: Grams Blake M (VP, Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-16	Common Stock	M	781.685	—	Acquired	781.685	Direct
2016-07-18	Common Stock	F	263	$90.49	Disposed	518.685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-16	Restricted Stock Units	$	M	781.685	Disposed		Common Stock (781.685)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	164.988	Indirect
Performance Share Units	17114.693	Direct

Footnotes

F1: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.801 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 45.984 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F2: Includes 114.943 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

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

F4: The restricted stock units vested and became non-forfeitable in full on July 16, 2016, which is the third anniversary of the date of grant.