Sec Form 4 Filing - DAHL AMY E @ TORO CO - 2016-12-05

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 DAHL AMY E 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, Human Resources (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2016 (Street) BLOOMINGTON, MN55420 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 12/05/2016 M 78.24 A $ 0 2,114.026 ( 1 ) D Common Stock 12/05/2016 F 27 D $ 52.75 2,087.026 D Common Stock 12/06/2016 M 239.878 A $ 0 2,326.904 D Common Stock 12/06/2016 F 81 D $ 54.52 2,245.904 D Common Stock 12/06/2016 M 81.352 A $ 0 2,327.256 D Common Stock 12/06/2016 F 28 D $ 54.52 2,299.256 D Common Stock 3,046.901 ( 2 ) 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 Restricted Stock Units ( 3 ) 12/05/2016 M 78.24 ( 4 ) ( 4 ) Common Stock 78.24 ( 5 ) $ 0 80.292 D Restricted Stock Units ( 3 ) 12/06/2016 M 239.878 ( 6 ) ( 6 ) Common Stock 239.878 ( 5 ) $ 0 0 D Restricted Stock Units ( 3 ) 12/06/2016 M 81.352 ( 7 ) ( 7 ) Common Stock 81.352 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAHL AMY E 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN55420 VP, Human Resources Signatures /s/ Nancy A. McGrath, Attorney-In-Fact 12/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 16, 2016, the common stock of the issuer split two-for-one (the "Stock Split"), resulting in the reporting person's ownership of 1,017.893 additional shares of common stock. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split. ( 2 )Includes the following shares of common stock acquired by the reporting person since the date of her last report: 18.571 post-split shares acquired through regular individual and issuer matching contributions to The Toro Company Investment, Savings & ESOP (the "IS&ESOP"); 19.278 post-split net shares acquired under the dividend reinvestment feature of the IS&ESOP less quarterly non-discretionary administrative fees; and 1,504.526 additional shares of common stock as a result of the Stock Split. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Toro common stock. ( 4 )The restricted stock units and related dividend equivalents vest and become non-forfeitable in three equal annual installments commencing on December 5, 2015, which was the first anniversary of the date of grant. ( 5 )The restricted stock units were adjusted to reflect the Stock Split. ( 6 )The restricted stock units and related dividend equivalents vested and became non-forfeitable in full on December 6, 2016, which is the third anniversary of the date of grant. ( 7 )The restricted stock units and related dividend equivalents vested and became non-forfeitable in three equal annual installments commencing on December 6, 2014, which was the first anniversary of the date of grant.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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