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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-06	Performance Share Units	A	8262	—	Acquired	17484.483	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	180048.715	Direct
Common Stock	174.086	Indirect

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, 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. 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 32.32 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 0.61 net shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of and revenue credit allocations in The Toro Company Investment, Savings & ESOP, less quarterly non-discretionary administrative fees.