| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TORO CO [ TTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 0(1) | I | GRAT #2 | |||||||
| Common Stock | 0(1) | I | GRAT #1 | |||||||
| Common Stock | 11/01/2024 | A | 1,101(2) | A | $81.5 | 27,051(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option | $81.5 | 11/01/2024 | A | 2,167(3) | (4) | 11/01/2034 | Common Stock | 2,167 | $0 | 2,167 | D | ||||
| Explanation of Responses: |
| 1. The reporting person indirectly held the following shares in the respective grantor retained annuity trust (GRAT) for the benefit of the reporting person: (a) 3,515 shares of TTC common stock ("GRAT 2 Shares") in GRAT 2; (b) 7,802 shares of TTC common stock ("GRAT 1 Shares") in GRAT 1; and (c) 12,034 shares of TTC common stock ("GRAT 2B Shares") in GRAT 2B. Upon termination of the respective GRAT, the following shares were distributed to the reporting person: (a) 3,515 of the GRAT 2 Shares from GRAT 2; (b) 7,802 of the GRAT 1 Shares from GRAT 1; and 12,034 of the GRAT 2B Shares from GRAT 2B. |
| 2. Annual common stock award for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan. |
| 3. Annual option grant for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan. |
| 4. The option vests in three equal annual installments commencing on the first anniversary of the November 1, 2024 grant date. |
| Remarks: |
| /s/ Joanna M. Totsky, Attorney-in-Fact | 11/05/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
