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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1. Name and Address of Reporting Person * HOFFMAN MICHAEL J   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 __X__ Officer (give title below) _____ Other (specify below) Chmn., CEO & Pres. (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2009 (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 08/27/2009   M   3,328 A $ 8.4532 175,143.504 D   Common Stock 08/27/2009   F   731 D $ 38.48 174,412.504 D   Common Stock 08/27/2009   M   10,572 A $ 8.4532 184,984.504 D   Common Stock 08/27/2009   F   5,019 D $ 38.48 179,965.504 D   Common Stock 08/28/2009   G V 660 D $ 0 179,305.504 (1) D   Common Stock               30,771.878 (2) I The Toro Company Investment, Savings & ESOP Performance Share Units               46,591.433 (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

Incentive Stock Option

$ 8.4532

08/27/2009

M

3,328

12/02/1999

12/02/2009

Common Stock

3,328

$ 0

0

D

Non-Qualified Stock Option

$ 8.4532

08/27/2009

M

10,572

12/02/1999

12/02/2009

Common Stock

10,572

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOFFMAN MICHAEL J 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196	X		Chmn., CEO & Pres.

Signatures

/s/ Amy E. Dahl, Attorney-in-Fact		08/28/2009
**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)	Includes the following shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report: 691.975 shares acquired on January 12, 2009, 981.63 shares acquired on April 13, 2009 and 864.681 shares acquired on July 10, 2009.
(2)	Includes the following shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP) since the date of his last report: 127.111 shares acquired on January 12, 2009, 176.156 shares acquired on April 13, 2009 and 154.854 shares acquired on July 10, 2009. Also includes 163.857 shares of common stock acquired by the reporting person through issuer contributions to the IS&ESOP since the date of his last report and an account adjustment of 1.754 shares of common stock since the date of his last report.
(3)	Includes the following performance share units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Plan for Officers since the date of his last report: 193.434 units acquired on January 12, 2009, 269.581 units acquired on April 13, 2009 and 234.144 units acquired on July 10, 2009.

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