TORO CO — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	M	4400	$27.465	Acquired	100914.676	Direct
2016-05-24	Common Stock	S	4400	$87.62	Disposed	96514.676	Direct
2016-05-25	Common Stock	M	5532	$14.31	Acquired	102046.676	Direct
2016-05-25	Common Stock	S	5532	$88.236	Disposed	96514.676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-24	Non-Qualified Stock Option	$27.465	M	4400	Disposed	2017-11-28	Common Stock (4400)	Direct
2016-05-25	Non-Qualified Stock Option	$14.31	M	5532	Disposed	2018-12-03	Common Stock (5532)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.127	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 $87.52 to $87.80, 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 (1) and (2) to this Form 4.

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 $88.20 to $88.31, inclusive.

F3: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 28, 2007.

F4: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 3, 2008.