SEC Form 4 · accession 0001127602-15-033412
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy P Dordell
Officer — VP, Secretary, General Counsel
Period of report
Dec 3, 2015
Accepted (ET)
Dec 7, 2015 · 5:34 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 3, 2015 | A | 4,791 | $0.00 | A | 4,825 | D | |
| Common Stock | Dec 3, 2015 | F | 2,310 | $74.33 | D | 2,515 | D | |
| Performance Share UnitsF2,F3 | Dec 3, 2015 | A | 1,597 | $0.00 | A | 43,563 | D | |
| Common StockF4,F5 | holding | — | — | — | 282 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 118 | I | The Toro Company Investment, Savings & ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF7 | $77.64 | Dec 4, 2015 | A | 11,700 | A | — | Dec 4, 2025 | Common Stock | 11,700 | 11,700 | D |
Explanation of responses
- F1Represents the payout of three-quarters of a Performance Share Award for the Fiscal 2013 to Fiscal 2015 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended, (the "Amended and Restated 2010 Plan") as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 1, 2015, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2015 financial results that were released on December 3, 2015. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.
- F2Represents the payout of one-quarter of a Performance Share Award for the Fiscal 2013 to Fiscal 2015 Performance Period under the Amended and Restated 2010 Plan as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors on December 1, 2015, and which was conditioned upon and subject to confirmation by the registrant's Fiscal 2015 financial results that were released on December 3, 2015. The reporting person has deferred the payout of this portion of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, this portion of the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.
- F3Includes 140.574 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.
- F4Includes 0.493 shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan.
- F5Includes 135 shares that were reported as being owned directly by Mr. Dordell on previous Form 4 filings.
- F6Includes 0.345 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.
- F7The option vests in three equal annual installments commencing on the first anniversary of the date of grant.