Polaris Inc. — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2013-07-26

Reporting Person: Dougherty Michael D. (VP-Asia Pac & Latin America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-26	Common Stock	M	2324	$21.5075	Acquired	31850	Indirect
2013-07-26	Common Stock	M	15000	$9.90	Acquired	46850	Indirect
2013-07-26	Common Stock	S	15000	$108.9646	Disposed	31850	Indirect
2013-07-26	Common Stock	G	340	$0.00	Disposed	31510	Indirect
2013-07-26	Common Stock	G	170	$0.00	Acquired	1440	Indirect
2013-07-26	Common Stock	G	170	$0.00	Acquired	1440	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-26	Employee Stock Options (Right to Buy)	$21.5075	M	2324	Disposed	2013-11-03	Common Stock (2324)	Direct
2013-07-26	Employee Stock Options (Right to Buy)	$9.90	M	15000	Disposed	2019-02-02	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Direct
Common Stock	4790	Indirect

Footnotes

F1: Shares held in a revocable trust of which the reporting person and his spouse are trustees, and the reporting person and his spouse, or other members of their family, are the beneficiaries.

F2: Reflects the weighted average price of 15,000 shares of Common Stock sold by the reporting person in multiple transactions on July 26, 2013 with sale prices ranging from $108.05 to $109.5625 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: Shares held by son who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F4: Shares held by daughter who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.