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: Dordell Timothy P (VP, Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	G	135	—	Disposed	147.639	Indirect
2016-02-22	Common Stock	S	34.32	$79.45	Disposed	0	Direct
2016-02-22	Common Stock	M	14000	$27.465	Acquired	14000	Direct
2016-02-22	Common Stock	S	14000	$79.688	Disposed	0	Direct
2016-02-23	Common Stock	M	14551	$14.31	Acquired	14551	Direct
2016-02-23	Common Stock	S	14551	$80.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-22	Non-Qualified Stock Option	$27.465	M	14000	Disposed	2017-11-28	Common Stock (14000)	Direct
2016-02-23	Non-Qualified Stock Option	$14.31	M	14551	Disposed	2018-12-03	Common Stock (14551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	118.697	Indirect
Performance Share Units	43753.432	Direct

Footnotes

F1: Includes 0.644 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.

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 $79.50 to $79.90, 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 0.471 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.

F4: Includes 190.828 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.

F5: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 28, 2007.

F6: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 3, 2008.