SEC Form 4 · accession 0001127602-16-069720
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Hoffman
Officer — Chairman of the Board · Director
Period of report
Dec 8, 2016
Accepted (ET)
Dec 12, 2016 · 4:56 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,F2 | Dec 8, 2016 | A | 53,771 | $0.00 | A | 1,225,407 | D | |
| Common Stock | Dec 8, 2016 | F | 25,918 | $57.79 | D | 1,199,489 | D | |
| Common Stock | holding | — | — | — | 40 | I | By Son | |
| Common StockF3 | holding | — | — | — | 252,395 | I | Held by Michael J. Hoffman Irrevocable Lifetime Family Trust | |
| Common StockF4 | holding | — | — | — | 136,969 | 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 | $56.54 | Dec 9, 2016 | A | 44,200 | A | — | Dec 9, 2026 | Common Stock | 44,200 | 44,200 | 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.
- F2Includes 2,232.793 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan (a "DRIP") since the date of his last report, less an account adjustment of 0.583 shares.
- F3Includes 791.815 shares of common stock acquired by the reporting person under a DRIP since the date of his last report.
- F4Includes 430.319 shares acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report, less quarterly non-discretionary administrative fees.
- F5The option vests in three equal annual installments commencing on the first anniversary of the date of grant.