TTC Toro Co

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * HARLESS KATHERINE 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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 8111 LYNDALE AVENUE SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 1/15/2020
(Street) BLOOMINGTON, MN 55420-1196 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Units	1/15/2020		D		1626.901 (1)	D	$0	4200.914 (2)	D
Common Stock	1/15/2020		A		1626	A	$0	70658.12 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	Represents the payout of 1,540 shares of common stock and 86.901 related dividend reinvestment shares in connection with an annual common stock award for service as a non-employee director issued on November 2, 2015 under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended. The reporting person previously deferred the payout of her common stock award under The Toro Company Deferred Compensation Plan for Non-Employee Directors (the "Deferred Plan") and, accordingly, the reporting person's annual common stock award was initially paid in common stock units under the Deferred Plan. A common stock unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2020 under the terms of the Deferred Plan, and, therefore, the common stock units were settled for shares of Toro common stock.
(2)	Includes 12.708 common stock units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of her last report.
(3)	Includes 5.437 shares of common stock acquired by the reporting person since the date of her last report under the dividend reinvestment feature of The Toro Company Direct Stock Purchase Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HARLESS KATHERINE J 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196	X

Signatures
/s/ Nancy A. McGrath, Attorney-In-Fact		1/17/2020
**Signature of Reporting Person		Date