Sec Form 4 Filing - DAHL AMY E @ TORO CO - 2019-12-18

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, HR & Distributor Devel. (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2019 (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 Performance Share Units 12/18/2019 A 4,882 ( 1 ) A $ 0 4,882 D Common Stock 11,879.261 D Common Stock 3,546.521 ( 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 Non-Qualified Stock Option $ 76.53 12/19/2019 A 20,800 ( 3 ) 12/19/2029 Common Stock 20,800 $ 0 20,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAHL AMY E 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN55420 VP, HR & Distributor Devel. Signatures /s/ Nancy A. McGrath, Attorney-In-Fact 12/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the payout of a Performance Share Award for the Fiscal 2017 to Fiscal 2019 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 3, 2019, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2019 financial results that were released on December 18, 2019. The reporting person has deferred the payout of her 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 the following shares of common stock acquired by the reporting person since the date of her last report: 13.862 shares acquired through regular individual and Issuer matching contributions to The Toro Company Investment, Savings & ESOP (the "IS&ESOP"); and 22.574 net shares acquired under the dividend reinvestment feature of the IS&ESOP less quarterly non-discretionary administrative fees. ( 3 )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).

** 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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