SEC Form 4 · accession 0001127602-16-069700
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 8, 2016
Accepted (ET)
Dec 12, 2016 · 4:42 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 8, 2016 | A | 8,538 | $0.00 | A | 8,538 | D | |
| Common Stock | Dec 8, 2016 | F | 4,116 | $57.79 | D | 4,422 | D | |
| Common StockF2 | holding | — | — | — | 298 | I | By Trust | |
| Common StockF3 | holding | — | — | — | 309 | I | The Toro Company Investment, Savings & ESOP | |
| Performance Share UnitsF4 | holding | — | — | — | 88,376 | D |
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 | $56.54 | Dec 9, 2016 | A | 24,300 | A | — | Dec 9, 2026 | Common Stock | 24,300 | 24,300 | D |
Explanation of responses
- F1Represents the payout of a Performance Share Award for the Fiscal 2014 to Fiscal 2016 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, (the "Amended and Restated 2010 Plan") as approved by the issuer's Compensation & Human Resources Committee of its Board of Directors on December 6, 2016, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2016 financial results that were released on December 8, 2016. Performance Share Awards are paid in shares of common stock under the Amended and Restated 2010 Plan.
- F2On September 16, 2016, the common stock of the issuer split two-for-one (the "Stock Split"), resulting in the reporting person's ownership of 147.639 additional shares of common stock and 2.924 post-split shares of common stock acquired under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan (the "DRIP") since the date of his last report. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.
- F3Includes 118.697 additional shares of common stock as a result of the Stock Split. Also includes 2.702 post-split net shares acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees and 69.338 post-split shares acquired through issuer annual investment fund contributions to the IS&ESOP since the date of his last report.
- F4Includes 43,753.432 additional performance share units as a result of the Stock Split and 869.21 post-split performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.
- F5The option vests in three equal annual installments commencing on the first anniversary of the date of grant.