TORO CO — Director's Dealing 2016

Jul 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-06-29

Reporting Person: HOFFMAN MICHAEL J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-29	Common Stock	M	62800	$27.465	Acquired	647898.697	Direct
2016-06-29	Common Stock	S	62800	$86.721	Disposed	585098.697	Direct
2016-06-30	Common Stock	M	31300	$27.465	Acquired	616398.697	Direct
2016-06-30	Common Stock	S	31300	$86.092	Disposed	585098.697	Direct
2016-06-30	Common Stock	M	31500	$27.465	Acquired	616598.697	Direct
2016-06-30	Common Stock	S	31500	$86.292	Disposed	585098.697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-29	Non-Qualified Stock Option	$27.465	M	62800	Disposed	2017-11-28	Common Stock (62800)	Direct
2016-06-30	Non-Qualified Stock Option	$27.465	M	31300	Disposed	2017-11-28	Common Stock (31300)	Direct
2016-06-30	Non-Qualified Stock Option	$27.465	M	31500	Disposed	2017-11-28	Common Stock (31500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20	Indirect
Common Stock	125387.428	Indirect
Common Stock	68044.819	Indirect

Footnotes

F1: Includes 1,209.714 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 Direct Stock Purchase Plan (a "DRIP").

F2: 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 $86.46 to $87.015, 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 footnotes (2), (3) and (4) to this Form 4.

F3: 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 $86.00 to $86.135, inclusive.

F4: 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 $86.14 to $87.125, inclusive.

F5: Includes 427.11 shares of common stock acquired by the reporting person under a DRIP since the date of his last report.

F6: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 231.86 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.

F7: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 28, 2007.