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: Jonikas Michael P. (V.P. On-Road,Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Common Stock	M	12000	$22.33	Acquired	37006	Direct
2012-02-14	Common Stock	S	12000	$69.21	Disposed	25006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Performance Restricted Stock Units	$	A	5598	Acquired	2015-03-15	Common Stock (5598)	Direct
2012-02-14	Employee Stock Options (Right to Buy)	$22.33	M	12000	Disposed	2020-02-01	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5048	Indirect

Footnotes

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

F2: Reflects the weighted average price of 12,000 shares of Common Stock sold by the reporting person in multiple transactions on February 14, 2012 with sale prices ranging from $69.17 to $69.25 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.

F3: 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.