TORO CO — Director's Dealing 2017

Dec 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2017-12-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-07	Performance Share Units	A	9883	—	Acquired	99248.99	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-08	Non-Qualified Stock Option	$65.93	A	19000	Acquired	2027-12-08	Common Stock (19000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301.547	Indirect
Common Stock	61.595	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2015 to Fiscal 2017 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, as approved by the issuer's Compensation & Human Resources Committee of its Board of Directors on December 5, 2017, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2017 financial results that were released on December 7, 2017. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 715.352 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.

F3: Includes 2.415 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.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.486 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees; and 61.109 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.