SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HIMAN DENNIS P

(Last) (First) (Middle)
8111 LYNDALE AVENUE SOUTH

(Street)
BLOOMINGTON MN 55420-1196

(City) (State) (Zip)
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)
Vice President, Group
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Units 14,848.23(1) D
Matching Units 7,424.106(2) D
Performance Share Units 85,334.821(3) D
Common Stock 05/29/2008 M 1,746 A $16.1375 19,480 I By Trust for reporting person
Common Stock 05/29/2008 M 9,000 A $24.16 28,480 I By Trust for reporting person
Common Stock 05/29/2008 F 5,569 D $39.04 22,911 I By Trust for reporting person
Common Stock 05/29/2008 F 721 D $39.04 22,190 I By Trust for reporting person
Common Stock 1,157.822(4) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option $16.1375 05/29/2008 M 1,746 12/04/2005 12/04/2012 Common Stock 1,746 $0 0 D
Stock Options (Right to buy) $24.16 05/29/2008 M 9,000 12/04/2006 12/04/2013 Common Stock 9,000 $0 0 D
Explanation of Responses:
1. Includes the following Common Stock Units acquired by the reporting person since the date of his last report: 46.842 Common Stock Units acquired on January 11, 2008 and 53.694 Common Stock Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers; and 0.2204 Common Stock Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Compensation Plan for Officers.
2. Includes the following Matching Units acquired by the reporting person since the date of his last report: 23.421 Matching Units acquired on January 11, 2008 and 26.847 Matching Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers; and 0.1414 Matching Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Compensation Plan for Officers.
3. Includes the following Performance Share Units acquired by the reporting person since the date of his last report: 269.213 Performance Share Units acquired on January 11, 2008 and 308.588 Performance Share Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Plan for Officers; and 0.7478 Performance Share Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Plan for Officers.
4. Includes the following Shares of Common Stock acquired by the reporting person since the date of his last report: 3.3562 Shares of Common Stock acquired on January 11, 2008 and 4.204 Shares of Common Stock acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP Plan; and 68.091 Shares of Common Stock acquired on February 25, 2008 through contributions to The Toro Company Investment, Savings & ESOP.
Stacy L. Bogart, Atty-in-Fact 06/02/2008
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.