Form 4 TORO CO For: Dec 05 Filed by: DAHL AMY E

December 6, 2017 7:10 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
DAHL AMY E

(Last) (First) (Middle)
8111 LYNDALE AVENUE SOUTH

(Street)
BLOOMINGTON MN 55420

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TORO CO [ TTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, HR & Distributor Devel.
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/05/2017 M 81.196 A $ 0 3,931.452 D
Common Stock 12/05/2017 F 28 D $ 65.4 3,903.452 D
Common Stock 12/05/2017 M 239.433 A $ 0 4,142.885 D
Common Stock 12/05/2017 F 81 D $ 65.4 4,061.885 D
Common Stock 3,207.021 (1) I The Toro Company Investment, Savings & ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 12/05/2017 M 81.196 (3) (3) Common Stock 81.196 $ 0 0 D
Restricted Stock Units (2) 12/05/2017 M 239.433 (4) (4) Common Stock 239.433 $ 0 0 D
Explanation of Responses:
1. Includes the following shares of common stock acquired by the reporting person since the date of her last report: 25.482 shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (the "IS&ESOP"); 25.545 net shares acquired under the dividend reinvestment feature of the IS&ESOP and a one-time revenue credit less quarterly non-discretionary administrative fees; 89.136 shares acquired through issuer annual investment fund contributions to the IS&ESOP; and 1.138 shares acquired through an account true-up adjustment.
2. Each restricted stock unit represents a contingent right to receive one share of Toro common stock.
3. The restricted stock units and related dividend equivalents vested and became non-forfeitable in three equal annual installments commencing on December 5, 2015, which was the first anniversary of the date of grant.
4. The restricted stock units vested and became non-forfeitable in full on December 5, 2017, which is the third anniversary of the date of grant.
/s/ Nancy A. McGrath, Attorney-In-Fact 12/06/2017
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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