SEC Form 4 · accession 0001127602-15-033423
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darren L Redetzke
Officer — VP, International Business
Period of report
Dec 3, 2015
Accepted (ET)
Dec 7, 2015 · 5:55 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 | 1,600 | $0.00 | A | 1,600 | D | |
| Common Stock | Dec 3, 2015 | F | 538 | $74.33 | D | 1,062 | D | |
| Performance Share UnitsF2,F3 | Dec 3, 2015 | A | 1,599 | $0.00 | A | 10,888 | D | |
| Common StockF4,F5 | holding | — | — | — | 3,976 | I | By Trust | |
| Common StockF6 | holding | — | — | — | 15,794 | 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 | 6,200 | A | — | Dec 4, 2025 | Common Stock | 6,200 | 6,200 | D |
Explanation of responses
- F1Represents the payout of one-half 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-half 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 98.348 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.
- F4The reporting person transferred all directly owned shares of common stock to the Darren L. Redetzke Revocable Trust, of which the reporting person is the sole grantor, trustee and lifetime beneficiary.
- F5Includes 13.375 shares of common stock acquired by the reporting person under a dividend reinvestment feature of the account in which the shares are held since the date of his last report.
- F6Includes 166.903 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.