Polaris Inc. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2012-02-14

Reporting Person: Morgan Bennett J (President & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Performance Restricted Stock Unit	$	A	13206	Acquired	2015-03-15	Common Stock (13206)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	129760	Direct
Common Stock	6296	Indirect
Common Stock	41066	Indirect

Footnotes

F1: Amount has been adjusted pursuant to a two-for-one stock split effected on September 12, 2011.

F2: Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Company's common stock. PRSUs are credited to the officer's account under the Company's 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011). Some or all of the PRSUs may be earned to the degree certain financial performance criteria are met over the course of the performance period of January 1, 2012 to December 31, 2014. The officer is entitled to receive one share of common stock for each PRSU earned in early 2015 when financial results are certified for the performance period.