X0306 4 2014-05-30 0000737758 TORO CO TTC 0001382452 Happe Michael J 8111 LYNDALE AVENUE SOUTH BLOOMINGTON MN 55420-1196 1 Group VP, Res. & Cont. Common Stock 2014-05-30 4 M 0 5000 20.365 A 18910.962 D Common Stock 2014-05-30 4 S 0 5000 64.588 D 13910.962 D Common Stock 11888.25 I The Toro Company Investment, Savings & ESOP Performance Share Units 6496.687 D Non-Qualified Stock Option 20.365 2014-05-30 4 M 0 5000 0 D 2019-12-01 Common Stock 5000 12000 D Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.003 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 9.813 shares acquired under the DRIP on 3,071.301 shares of restricted stock. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012. The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $64.56 to $64.63, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes the following shares of common stock acquired by the reporting person since the date of his last report: 37.432 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 58.661 shares acquired through issuer annual investment fund contributions to the IS&ESOP. Includes 20.729 performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report. The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 1, 2009. /s/ Nancy A. McGrath, Attorney-In-Fact 2014-06-03