SEC Form 4 · accession 0001127602-15-033416
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
Dec 3, 2015
Accepted (ET)
Dec 7, 2015 · 5:43 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 | Dec 3, 2015 | A | 7,357 | $0.00 | A | 11,332 | D | |
| Common StockF3 | holding | — | — | — | 15,279 | D | ||
| Common StockF4 | holding | — | — | — | 12,203 | 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 OptionF5 | $77.64 | Dec 4, 2015 | A | 12,300 | A | — | Dec 4, 2025 | Common Stock | 12,300 | 12,300 | D |
Explanation of responses
- F1Represents the payout 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, 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 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.
- F2Includes 13.316 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.
- F3Includes 0.003 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan since the date of his last report.
- F4Includes 40.822 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.
- F5The option vests in three equal annual installments commencing on the first anniversary of the date of grant.