SEC Form 4 · accession 0001127602-17-034312
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William E Brown Jr.
Officer — Group VP, Res & Cont
Period of report
Dec 7, 2017
Accepted (ET)
Dec 11, 2017 · 1:46 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 | Dec 7, 2017 | A | 9,103 | $0.00 | A | 9,103 | D | |
| Common Stock | holding | — | — | — | 181,232 | D | ||
| Common StockF2 | holding | — | — | — | 121 | 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 OptionF3 | $65.93 | Dec 8, 2017 | A | 19,800 | A | — | Dec 8, 2027 | Common Stock | 19,800 | 19,800 | D |
Explanation of responses
- F1Represents the payout 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, 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. 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 0.335 net shares of common stock acquired by the reporting person since the date of his last report acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP less quarterly non-discretionary administrative fees.
- F3The option vests in three equal annual installments commencing on the first anniversary of the date of grant.