TORO CO — Major Shareholding Notification 2010

Feb 8, 2010

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 3)**

*The Toro Company*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*891092108*

(CUSIP Number)

*December 31, 2009*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 891092108 — 1. | Names
of Reporting Persons Mairs and Power, Inc. 41 - 0844499 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization St. Paul, Minnesota | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 2,049,800 |
| | 6. | Shared
Voting Power 0 |
| | 7. | Sole
Dispositive Power 2,440,046 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,440,046 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 7.3% | |
| 12. | Type
of Reporting Person (See Instructions) IA | |

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| Item 1. | (a) | Name
of Issuer The Toro Company | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 8111 Lyndale Avenue South, Bloomington, MN 55420 - 1196 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Mairs and Power, Inc. | |
| | (b) | Address
of Principal Business Office or, if none, Residence 332 Minnesota Street, W-1520 First National Bank Building, St. Paul, MN 55101 | |
| | (c) | Citizenship Minnesota Corporation | |
| | (d) | Title
of Class of Securities Common Stock | |
| | (e) | CUSIP
Number 891092108 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| | (e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | o | A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| | (k) | o | Group,
in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify
the type of institution:____ |

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Item 4.	Ownership
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
	(a)	Amount
beneficially owned: 2,440,046
	(b)	Percent
of class: 7.3%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 2,049,800
		(ii)	Shared
power to vote or to direct the vote 0
		(iii)	Sole
power to dispose or to direct the disposition of 2,440,046
		(iv)	Shared
power to dispose or to direct the disposition of 0
Note 1 Mairs and
Power, Inc. (“Mairs and Power”), an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, furnishes investment
advice to two investment companies registered under the Investment Company
Act of 1940 and serves as investment manager to certain other commingled
group trusts and separate accounts. These investment companies, trusts and
accounts are the “Funds”. In its role as investment advisor or manager, Mairs
and Power possesses investment and/or voting power over the securities of the
Issuer described in this schedule that are owned by the Funds, and may be
deemed to be the beneficial owner of the shares of the Issuer held by the
Funds. All of the securities reported in this schedule are owned by the
Funds. Mairs and Power disclaims beneficial ownership of such securities. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any other
purposes than Section 13(d) of the Securities Exchange Act of 1934.
Instruction. For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
Item 5.	Ownership
of Five Percent or Less of a Class
If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following o . Instruction: Dissolution of a group requires a response
to this item.
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
Various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock of Toro
Company. The interest of one person, Mairs and Power Growth Fund, Inc., an
investment company registered under the Investment Company Act of 1940, in
the Common Stock of Toro Company, amounted to 1,880,000 shares or 5.6% of the
total outstanding Common Stock at December 31, 2009.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
N/A
Item 8.	Identification
and Classification of Members of the Group
N/A
Item 9.	Notice of
Dissolution of Group
N/A

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ITEM 10. Certification

(a) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| February
8, 2010 |
| --- |
| Date |
| /s/ Jon A. Theobald |
| Signature |
| Jon A. Theobald/President |
| Name/Title |

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