SEC Form 4 · accession 0001127602-15-002027
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Happe
Officer — Group VP, Res. & Cont.
Period of report
Jan 15, 2015
Accepted (ET)
Jan 16, 2015 · 6:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000737758
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F2 | Jan 15, 2015 | D | 6,567 | $0.00 | D | 3,933 | D | |
| Common StockF3 | Jan 15, 2015 | A | 6,567 | $0.00 | A | 20,512 | D | |
| Common Stock | Jan 15, 2015 | F | 2,168 | $61.48 | D | 18,344 | D | |
| Common StockF4 | holding | — | — | — | 12,017 | I | The Toro Company Investment, Savings & ESOP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the payout of 6,456 shares of common stock and 111.26 related dividend reinvestment shares in connection with a Performance Share Award granted under The Toro Company 2010 Equity and Incentive Plan, as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors. The reporting person previously 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 was initially paid in performance share units under the Deferred Plan. A performance share unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2015, under the terms of the Deferred Plan, and, therefore, the performance share units were settled for shares of Toro common stock.
- F2Includes 42.582 performance share units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of his last report.
- F3Includes the following shares of common stock acquired by the reporting person since the date of his last report: 0.003 shares acquired under The Toro Company Dividend Reinvestment Plan (the "DRIP") on shares held directly and 12.675 shares acquired under the DRIP on 3,102.001 shares of restricted stock. The restricted stock and all related DRIP shares vest in full on the third anniversary of the date of grant, which was March 20, 2012.
- F4Includes 48.653 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP less quarterly non-discretionary administrative fees.