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: DAHL AMY E (VP, HR & Distributor Devel.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-18	Performance Share Units	A	4882	—	Acquired	4882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-19	Non-Qualified Stock Option	$76.53	A	20800	Acquired	2029-12-19	Common Stock (20800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11879.261	Direct
Common Stock	3546.521	Indirect

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, 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. The reporting person has deferred the payout of her 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 the following shares of common stock acquired by the reporting person since the date of her last report: 13.862 shares acquired through regular individual and Issuer matching contributions to The Toro Company Investment, Savings & ESOP (the "IS&ESOP"); and 22.574 net shares acquired under the dividend reinvestment feature of the IS&ESOP less quarterly non-discretionary administrative fees.

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