SEC Form 4 · accession 0001127602-18-035720
TORO CO · TTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard W Rodier
Officer — VP, Commercial
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 5:13 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,F2 | Dec 6, 2018 | A | 2,596 | $0.00 | A | 4,773 | D | |
| Common Stock | holding | — | — | — | 26,122 | D | ||
| Common StockF3 | holding | — | — | — | 4,627 | 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 OptionF4 | $58.53 | Dec 7, 2018 | A | 9,000 | A | — | Dec 7, 2028 | Common Stock | 9,000 | 9,000 | D |
Explanation of responses
- F1Represents the payout of a Performance Share Award for the Fiscal 2016 to Fiscal 2018 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 4, 2018, and which was conditioned upon and subject to confirmation by the issuer's Fiscal 2018 financial results that were released on December 6, 2018. 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 21.691 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.
- F3Includes the following shares of common stock acquired by the reporting person since the date of his last report: 45.798 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 65.985 shares acquired through issuer annual investment fund contributions to and revenue credit allocations in the IS&ESOP.
- F4The option vests in three equal annual installments commencing on the first anniversary of the date of grant.