SEC Form 4 · accession 0001127602-17-034309
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judy L Altmaier
Officer — VP, Exmark
Period of report
Dec 7, 2017
Accepted (ET)
Dec 11, 2017 · 1:42 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 7, 2017 | A | 2,471 | $0.00 | A | 6,483 | D | |
| Common Stock | Dec 7, 2017 | F | 1,161 | $65.50 | D | 5,322 | D | |
| Performance Share UnitsF2,F3 | Dec 7, 2017 | A | 2,470 | $0.00 | A | 48,781 | D | |
| Common StockF4 | holding | — | — | — | 719 | 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 | $65.93 | Dec 8, 2017 | A | 7,600 | A | — | Dec 8, 2027 | Common Stock | 7,600 | 7,600 | D |
Explanation of responses
- F1Represents the payout of one-half of a Performance Share Award for the Fiscal 2015 to Fiscal 2017 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 5, 2017, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2017 financial results that were released on December 7, 2017. 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 2015 to Fiscal 2017 Performance Period under the Amended and Restated 2010 Plan, as approved by the issuers's Compensation & Human Resources Committee of its Board of Directors on December 5, 2017, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2017 financial results that were released on December 7, 2017. The reporting person has deferred the payout of this portion of her 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 370.711 performance share units acquired by the reporting person since the date of her last report under the dividend reinvestment feature of the Deferred Plan.
- F4Includes the following shares of common stock acquired by the reporting person since the date of her last report: 5.665 net shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (the "IS&ESOP") less quarterly non-discretionary administrative fees; and 65.429 shares acquired through issuer annual investment fund contributions to the IS&ESOP.
- F5The option vests in three equal annual installments commencing on the first anniversary of the date of grant.