Sec Form 4 Filing - Grams Blake M @ TORO CO - 2012-12-11

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 Grams Blake M 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, Corporate Controller (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2012 (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 Performance Share Units 12/11/2012 A 6,000 ( 1 ) A $ 0 10,223.539 ( 2 ) D Common Stock 12/12/2012 M 5,800 A $ 14.31 9,878.275 ( 3 ) D Common Stock 12/12/2012 S 5,800 D $ 42.689 ( 4 ) 4,078.275 D Common Stock 12/12/2012 S 7,500 D $ 42.571 ( 5 ) 2,911.692 ( 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 $ 42.06 12/11/2012 A 5,700 ( 7 ) 12/11/2022 Common Stock 5,700 $ 0 5,700 D Non-Qualified Stock Option $ 14.31 12/12/2012 M 5,800 12/03/2009 12/03/2018 Common Stock 5,800 $ 0 5,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grams Blake M 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN55420-1196 VP, Corporate Controller Signatures /s/ Nancy A. McGrath, Attorney-in-Fact 12/13/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the payout of a Performance Share Award for the Fiscal 2010 to Fiscal 2012 Performance Period under The Toro Company Performance Share Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 11, 2012. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan. ( 2 )Includes 11.585 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report. ( 3 )Includes 11.203 shares of common stock acquired by the reporting person since the date of his last report under The Toro Company Dividend Reinvestment Plan (the "DRIP") on 4,067.072 shares of restricted stock and related DRIP shares. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 30, 2011. ( 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 $42.68 to $42.735, 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. ( 5 )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 $42.43 to $42.75, 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. ( 6 )Includes 28.57 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. ( 7 )The option vests in three equal annual installments commencing on 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).

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