TORO CO — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	M	79684	$22.45	Acquired	663572.983	Direct
2016-03-02	Common Stock	S	79684	$80.221	Disposed	583888.983	Direct
2016-03-02	Common Stock	M	72116	$22.45	Acquired	656004.983	Direct
2016-03-02	Common Stock	S	72116	$80.572	Disposed	583888.983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Non-Qualified Stock Option	$22.45	M	79684	Disposed	2016-11-30	Common Stock (79684)	Direct
2016-03-02	Non-Qualified Stock Option	$22.45	M	72116	Disposed	2016-11-30	Common Stock (72116)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20	Indirect
Common Stock	124960.318	Indirect
Common Stock	67766.975	Indirect

Footnotes

F1: Includes 1,542.571 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 $79.93 to $80.35, 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) and(3) 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 $80.355 to $81.22, inclusive.

F4: Includes 544.631 shares of common stock acquired by the reporting person under a DRIP since the date of his last report.

F5: Includes 294.927 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP less quarterly non-discretionary administrative fees.

F6: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 30, 2006.