TORO CO — Director's Dealing 2016

Mar 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-03-11

Reporting Person: Larson Thomas J (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Common Stock	M	1000	$20.365	Acquired	14431.124	Direct
2016-03-11	Common Stock	S	1000	$82.344	Disposed	13431.124	Direct
2016-03-11	Common Stock	M	2000	$31.76	Acquired	15431.124	Direct
2016-03-11	Common Stock	S	2000	$82.29	Disposed	13431.124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-11	Non-Qualified Stock Option	$20.365	M	1000	Disposed	2019-12-01	Common Stock (1000)	Direct
2016-03-11	Non-Qualified Stock Option	$31.76	M	2000	Disposed	2020-12-08	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Performance Share Units	8020.817	Direct

Footnotes

F1: Includes 12.184 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan since the date of his last report.

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 $82.28 to $82.34, 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 range set forth in this footnote.

F3: Includes 34.983 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.

F4: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 1, 2009.

F5: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 8, 2010.