SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HOFFMAN MICHAEL J (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH (Street) BLOOMINGTON MN 55420-1196 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, Pres. & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/15/2014
	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
Performance Share Units	01/15/2014		D		98,487.387(1)	D	$0	304.463(2)	D
Common Stock	01/15/2014		A		98,487.387	A	$0	574,801.154(3)	D
Common Stock	01/15/2014		F		46,322.387	D	$63.99	528,478.767	D
Performance Share Units	01/16/2014		D		304.463(4)	D	$0	0	D
Common Stock	01/16/2014		A		304.463	A	$0	528,783.23	D
Common Stock	01/16/2014		F		132.463	D	$63.55	528,650.767	D
Common Stock								121,382.026(5)	I	Held by Michael J. Hoffman Irrevocable Lifetime Family Trust
Common Stock								65,716.757(6)	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

Explanation of Responses:

1. Represents the payout of 88,176 shares of common stock and 10,311.387 related dividend reinvestment shares in connection with Performance Share Awards granted under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors. The reporting person previously deferred the payout of his Performance Share Awards under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Awards were initially paid in performance share units under the Deferred Plan. A performance share unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2014 under the terms of the Deferred Plan, and, therefore, the perfomance share units were settled for shares of Toro common stock.

2. Includes 304.463 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report, which were earned on January 15, 2014, but not reflected in the reporting person's account until January 16, 2014.

3. Includes 909.052 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan (the "DRIP") since the date of his last report.

4. Represents the payout of additional dividend reinvestment shares earned on January 15, 2014, but not reflected in the reporting person's account until January 16, 2014, on the 98,487.387 performance share units that were paid out as discussed in Footnote #1 hereto.

5. Includes 374.971 shares of common stock acquired by the reporting person under the DRIP since the date of his last report.

6. Includes 202.568 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report.

	/s/ Nancy A. McGrath, Attorney-In-Fact	01/17/2014
	** Signature of Reporting Person	Date
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