TORO CO — Director's Dealing 2018

Dec 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2018-12-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-06	Common Stock	A	3540	—	Acquired	3540	Direct
2018-12-06	Common Stock	F	1084	$58.15	Disposed	2456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-07	Non-Qualified Stock Option	$58.53	A	11400	Acquired	2028-12-07	Common Stock (11400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	133.307	Indirect
Performance Share Units	35177.584	Direct

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2016 to Fiscal 2018 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (the "Amended and Restated 2010 Plan"), as approved by the issuer's Compensation & Human Resources Committee of its Board of Directors on December 4, 2018, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2018 financial results that were released on December 6, 2018. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.

F2: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 1.184 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 66.013 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.

F3: Includes 350.515 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 vests in three equal annual installments commencing on the first anniversary of the date of grant.