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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	S	5090.657	$79.457	Disposed	0	Indirect
2016-02-23	Common Stock	M	5600	$22.45	Acquired	105868.676	Direct
2016-02-23	Common Stock	S	5600	$79.232	Disposed	100268.676	Direct
2016-02-23	Common Stock	S	3754	$79.155	Disposed	96514.676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Non-Qualified Stock Option	$22.45	M	5600	Disposed	2016-11-30	Common Stock (5600)	Direct

Footnotes

F1: Includes 22.125 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.

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 $79.43 to $79.465, 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), (3) and (4) 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 $79.03 to $79.53, inclusive.

F4: 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 $79.035 to $79.345, inclusive.

F5: The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 30, 2006.