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: ALKIRE DAVID H (VP, RLC Businesses)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-07	Restricted Stock Units	A	5722	—	Acquired	5722	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	968.948	Direct
Common Stock	11470.439	Indirect
Performance Share Units	4930.617	Direct

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2015 to Fiscal 2017 Performance Period (the "F'15-F'17 PSA") 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's F'15-F'17 PSA was paid initially in the form of restricted stock units.

F2: Includes 10.783 shares of common stock acquired by the reporting person since the date of his last report under a dividend reinvestment feature of the account in which the shares are held.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 126.519 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 65.429 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F4: Includes 54.617 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.