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Polaris Inc. Director's Dealing 2011

Feb 2, 2011

31297_dirs_2011-02-02_25790734-d4c5-4de4-980b-863ab076188e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2011-01-31

Reporting Person: Homan Matthew J. (VP Off-Road Vehicles)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-31 Common Stock M 8000 $43.57 Acquired 11953 Direct
2011-01-31 Common Stock S 8000 $75.17 Disposed 3953 Direct
2011-02-02 Common Stock M 12500 $19.80 Acquired 16453 Direct
2011-02-02 Common Stock S 12500 $77.10 Disposed 3953 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-31 Employee Stock Options (Right to Buy) $76.92 A 18000 Acquired 2021-01-31 Common Stock (18000) Direct
2011-01-31 Employee Stock Options (Right to Buy) $43.57 M 8000 Disposed 2018-01-31 Common Stock (8000) Direct
2011-02-02 Employee Stock Options (Right to Buy) $19.80 M 12500 Disposed 2019-02-02 Common Stock (12500) Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2010.

F2: Reflects the weighted average price of 8,000 shares of Common Stock sold by the reporting person in multiple transactions on January 31, 2011 with sale prices ranging from $75.07 to $75.32 per share inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects the weighted average price of 12,500 shares of Common Stock sold by the reporting person in multiple transactions on February 2, 2011 with sale prices ranging from $76.93 to $77.47 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: The option vests in two equal installments on January 31, 2013 and January 31, 2015.