TORO CO — Director's Dealing 2019

Dec 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2019-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-18	Common Stock	A	7079	—	Acquired	7079	Direct
2019-12-18	Common Stock	F	2167	$75.75	Disposed	4912	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	309.63	Indirect
Common Stock	53.567	Indirect
Performance Share Units	109805.537	Direct

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2017 to Fiscal 2019 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 3, 2019, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2019 financial results that were released on December 18, 2019. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.

F2: Includes 4.134 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.

F3: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.507 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 53.06 shares acquired through Issuer annual investment fund contributions to the IS&ESOP.

F4: Includes 1,464.842 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.