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: Morgan Bennett J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-27	Common Stock	G	22664	$0.00	Disposed	18062	Indirect
2012-12-27	Common Stock	G	22664	$0.00	Acquired	22664	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-30	Employee Stock Option (Right to Buy)	$86.45	A	60000	Acquired	2023-01-30	Common Stock (60000)	Direct
2013-01-30	Performance Restricted Stock Units	$	A	12146	Acquired	2016-03-15	Common Stock (12146)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107097	Direct
Common Stock	300	Indirect
Common Stock	6296	Indirect

Footnotes

F1: 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.

F2: The option vests in two equal installments on January 30, 2015 and January 30, 2017.

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, 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.