Edgar Filing: TORO CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HIMAN DENNIS P

2. Issuer Name and Ticker or Trading Symbol
TORO CO [TTC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President, Group

(Last)

(First)

(Middle)

8111 LYNDALE AVENUE SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2008

(Street)

BLOOMINGTON, MN 55420-1196

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Units								14,848.23 ⁽¹⁾	D
Matching Units								7,424.106 ⁽²⁾	D
Performance Share Units								85,334.821 ⁽³⁾	D
Common Stock	05/29/2008		M		1,746	A	$ 16.1375	19,480	I	By Trust for reporting person
Common Stock	05/29/2008		M		9,000	A	$ 24.16	28,480	I	By Trust for reporting person
Common Stock	05/29/2008		F		5,569	D	$ 39.04	22,911	I	By Trust for reporting person
Common Stock	05/29/2008		F		721	D	$ 39.04	22,190	I	By Trust for reporting person
Common Stock								1,157.822 ⁽⁴⁾	I	The Toro Company Investment, Savings & ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 16.1375

05/29/2008

1,746

12/04/2005

12/04/2012

Common Stock

1,746

$ 0

Stock Options (Right to buy)

$ 24.16

05/29/2008

9,000

12/04/2006

12/04/2013

Common Stock

9,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HIMAN DENNIS P 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196			Vice President, Group

Signatures

Stacy L. Bogart, Atty-in-Fact		06/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(3)	Includes the following Performance Share Units acquired by the reporting person since the date of his last report: 269.213 Performance Share Units acquired on January 11, 2008 and 308.588 Performance Share Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Plan for Officers; and 0.7478 Performance Share Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Plan for Officers.
(4)	Includes the following Shares of Common Stock acquired by the reporting person since the date of his last report: 3.3562 Shares of Common Stock acquired on January 11, 2008 and 4.204 Shares of Common Stock acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP Plan; and 68.091 Shares of Common Stock acquired on February 25, 2008 through contributions to The Toro Company Investment, Savings & ESOP.
(1)	Includes the following Common Stock Units acquired by the reporting person since the date of his last report: 46.842 Common Stock Units acquired on January 11, 2008 and 53.694 Common Stock Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers; and 0.2204 Common Stock Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Compensation Plan for Officers.
(2)	Includes the following Matching Units acquired by the reporting person since the date of his last report: 23.421 Matching Units acquired on January 11, 2008 and 26.847 Matching Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers; and 0.1414 Matching Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Compensation Plan for Officers.

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