| Item 1. | |
| (a) | Name of issuer:
Toro Co |
| (b) | Address of issuer's principal executive offices:
8111 Lyndale Ave South, Bloomington, MN, 55420-1196 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership ("Select LP"), and George S. Loening ("Loening"), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes collectively referred to herein as the "Select Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The business address of each of Select LP and Loening is 380 Lafayette Street, New York, New York 10003. |
| (c) | Citizenship:
George S. Loening is a United States citizen. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
891092108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Select Equity Group, L.P. - 4,905,975
(ii) George S. Loening - 4,905,975 |
| (b) | Percent of class:
(i) Select Equity Group, L.P. - 4.85%
(ii) George S. Loening - 4.85% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(i) Select Equity Group, L.P. - 0
(ii) George S. Loening - 0
|
| | (ii) Shared power to vote or to direct the vote:
(i) Select Equity Group, L.P. - 4,905,975
(ii) George S. Loening - 4,905,975
|
| | (iii) Sole power to dispose or to direct the disposition of:
(i) Select Equity Group, L.P. - 0
(ii) George S. Loening - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(i) Select Equity Group, L.P. - 4,905,975
(ii) George S. Loening - 4,905,975
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.1 |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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