Polaris Inc. — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2013-01-30

Reporting Person: Eastman Stephen L. (VP - PG&A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-30	Employee Stock Options (Right to Buy)	$86.45	A	12000	Acquired	2023-01-30	Common Stock (12000)	Direct
2013-01-30	Performance Restricted Stock Units	$	A	4211	Acquired	2016-03-15	Common Stock (4211)	Direct

Footnotes

F1: The option vests in two equal installments on January 30, 2015 and January 30, 2017.

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, 2013 to December 31, 2015. The officer is entitled to receive one share of common stock for each PRSU earned in early 2016 when financial results are certified for the performance period.