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 * STEINHAFEL GREGG W   2. Issuer Name and Ticker or Trading Symbol TORO CO [TTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2012 (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) Code V Amount (A) or (D) Price Common Stock 08/27/2012   S   15,624 (1) D $ 37.517 (2) 0 D   Common Stock 08/27/2012   M   8,000 A $ 16.9675 8,000 D   Common Stock 08/27/2012   F   3,632 D $ 37.38 4,368 D   Common Stock 08/27/2012   M   7,092 A $ 18.695 11,460 D   Common Stock 08/27/2012   F   3,547 D $ 37.38 7,913 D   Common Stock 08/27/2012   M   6,556 A $ 21.3 14,469 D   Common Stock 08/27/2012   F   3,736 D $ 37.38 10,733 D   Common Stock Units               2,592.56 (3) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option

$ 16.9675 (4)

08/27/2012

M

8,000 (4)

11/01/2005

11/01/2014

Common Stock

8,000 (4)

$ 0

0

D

Non-Qualified Stock Option

$ 18.695 (5)

08/27/2012

M

7,092 (5)

11/01/2006

11/01/2015

Common Stock

7,092 (5)

$ 0

0

D

Non-Qualified Stock Option

$ 21.3 (6)

08/27/2012

M

6,556 (6)

11/01/2007

11/01/2016

Common Stock

6,556 (6)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STEINHAFEL GREGG W 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196	X

Signatures

/s/ Nancy A. McGrath, Attorney-in-Fact		08/29/2012
**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).
(1)	On June 29, 2012, the common stock of the issuer split two-for-one (the "Stock Split"), resulting in the reporting person's ownership of 7,812 additional shares of common stock. All future Form 4 and 5 filings made by the reporting person will include adjustments, as necessary, to reflect the Stock Split.
(2)	The price reported in Column 4 is a weighted average price. These shares of common stock were sold in multiple transactions at prices ranging from $37.46 to $37.64, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	Includes 24.574 post-split common stock units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Non-Employee Directors since the date of his last report and 1,283.993 additional common stock units as a result of the Stock Split.
(4)	This stock option was previously reported as covering 4,000 shares of common stock at an exercise price of $33.935 per share, and has been adjusted to reflect the Stock Split.
(5)	This stock option was previously reported as covering 3,546 shares of common stock at an exercise price of $37.39 per share, and has been adjusted to reflect the Stock Split.
(6)	This stock option was previously reported as covering 3,278 shares of common stock at an exercise price of $42.60 per share, and has been adjusted to reflect the Stock Split.

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