Sec Form 4 Filing - HOFFMAN MICHAEL J @ TORO CO - 2015-06-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOFFMAN MICHAEL J 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 (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2015 (Street) BLOOMINGTON, MN55420-1196 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/02/2015 M 26,080 A $ 20.095 586,870.785 ( 1 ) D Common Stock 06/02/2015 S 26,080 D $ 69.067 ( 2 ) 560,790.785 D Common Stock 06/03/2015 M 66,010 A $ 20.095 626,800.785 D Common Stock 06/03/2015 S 66,010 D $ 68.338 ( 3 ) 560,790.785 D Common Stock 06/03/2015 M 23,310 A $ 20.095 584,100.785 D Common Stock 06/03/2015 S 23,310 D $ 69.175 ( 4 ) 560,790.785 D Common Stock 123,546.87 ( 5 ) I Held by Michael J. Hoffman Irrevocable Lifetime Family Trust Common Stock 67,001.438 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option $ 20.095 06/02/2015 M 26,080 ( 7 ) 11/30/2015 Common Stock 26,080 $ 0 89,320 D Non-Qualified Stock Option $ 20.095 06/03/2015 M 66,010 ( 7 ) 11/30/2015 Common Stock 66,010 $ 0 23,310 D Non-Qualified Stock Option $ 20.095 06/03/2015 M 23,310 ( 7 ) 11/30/2015 Common Stock 23,310 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOFFMAN MICHAEL J 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN55420-1196 X Chairman, Pres. & CEO Signatures /s/ Nancy A. McGrath, Attorney-In-Fact 06/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,707.314 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. ( 2 )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 $69.00 to $69.28, 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 ranges set forth in footnotes (2), (3) and (4) to this Form 4. ( 3 )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 $68.00 to $68.97, inclusive. ( 4 )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 $69.01 to $69.47, inclusive. ( 5 )Includes 951.501 shares of common stock acquired by the reporting person under the DRIP since the date of his last report. ( 6 )Includes the following shares of common stock acquired by the reporting person since the date of his last report: 514.548 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) less quarterly non-discretionary administrative fees; and 57.894 shares acquired through issuer annual investment fund contributions to the IS&ESOP. ( 7 )The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was November 30, 2005.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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