SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* MOELLER PETER D (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH (Street) BLOOMINGTON MN 55420 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/03/2019	3. Issuer Name and Ticker or Trading Symbol TORO CO [ TTC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Sitework Systems	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,635.864	D
Common Stock	4,812.437	I	The Toro Company Investment, Savings and ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	(1)	12/05/2024	Common Stock	1,940	31.375	D
Non-Qualified Stock Option	(2)	12/05/2024	Common Stock	1,940	31.375	D
Non-Qualified Stock Option	(3)	12/04/2025	Common Stock	2,230	38.82	D
Non-Qualified Stock Option	(4)	12/09/2026	Common Stock	2,000	56.54	D
Non-Qualified Stock Option	(5)	12/09/2026	Common Stock	2,000	56.54	D
Non-Qualified Stock Option	(6)	12/08/2027	Common Stock	4,500	65.93	D
Non-Qualified Stock Option	(7)	12/07/2028	Common Stock	5,400	58.53	D
Restricted Stock Units	(8)	(8)	Common Stock	2,314.929	(9)	D
Restricted Stock Units	(10)	(10)	Common Stock	69.564	(9)	D
Restricted Stock Units	(11)	(11)	Common Stock	207.661	(9)	D

Explanation of Responses:

1. The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 5, 2014.

2. The option vested in full on the third anniversary of the date of grant, which was December 5, 2014.

3. The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 4, 2015.

4. The option vested in three equal annual installments commencing on the first anniversary of the date of grant, which was December 9, 2016.

5. The option vested in full on the third anniversary of the date of grant, which was December 9, 2016.

6. The option vests in three equal annual installments commencing on the first anniversary of the date of grant, which was December 8, 2017.

7. The option vests in three equal annual installments commencing on the first anniversary of the date of grant, which was December 7, 2018.

8. The restricted stock units and related dividend equivalents vest and become non-forfeitable in three equal annual installments commencing on April 1, 2020, which is the first anniversary of the date of grant.

9. Each restricted stock unit represents a contingent right to receive one share of Toro common stock.

10. The restricted stock units and related dividend equivalents vest and become non-forfeitable in three equal annual installments commencing on December 9, 2017, which is the first anniversary of the date of grant.

11. The restricted stock units and related dividend equivalents vest and become non-forfeitable in full on December 9, 2019, which is the third anniversary of the date of grant.

	/s/ Nancy A. McGrath, Attorney-In-Fact	12/11/2019
	** 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 5 (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).
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Exhibit 24

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of Amy E. Dahl, Nancy A. McGrath and
Angela D. Snavely, signing singly, true and lawful attorneys-in-fact
relative to the filings identified below in connection with the
undersigned's derivative and non-derivative securities of
The Toro Company (the ?Company?) to:

(1)	Prepare and execute for and on behalf of the undersigned, in
the undersigned?s capacity as an officer of the Company, Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder
(the ?Exchange Act?);

(2)	Prepare and execute for and on behalf of the undersigned,
in the undersigned?s capacity as an officer of the Company, any
Form 144 in accordance with Rule 144 under the Securities Act of
1933, as amended, and the rules and regulations thereunder (the
?Securities Act?);

(3)	Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4, 5 and 144 and the timely filing of
such forms with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(4)	Take any other action of any type whatsoever, including
administration of EDGAR filing codes, in connection with the
foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact?s discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or any substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
the Securities Act and Exchange Act, including Section 16 of the
Exchange Act and Rule 144 under the Securities Act.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power
of Attorney to be executed effective as of the date indicated below,
and said Power of Attorney shall remain in effect until revoked by
the undersigned in writing, or at such time as the undersigned is
no longer an officer of the Company, whichever first occurs.


Signed:		/s/ Peter D. Moeller
		Peter D. Moeller

Dated:	12/5/2019