TORO CO — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2016-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	M	3500	$20.365	Acquired	3500	Direct
2016-02-22	Common Stock	S	3500	$79.879	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Non-Qualified Stock Option	$20.365	M	3500	Disposed	2019-12-01	Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	118.203	Indirect
Performance Share Units	16999.75	Direct

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 $79.86 to $79.89, 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.

F2: Includes 0.299 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.

F3: Includes 74.144 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.