Polaris Inc. — Director's Dealing 2014

Feb 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2014-02-03

Reporting Person: Homan Matthew J. (VP-EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	M	17000	$22.33	Acquired	41866	Direct
2014-02-03	Common Stock	M	11500	$65.57	Acquired	53366	Direct
2014-02-03	Common Stock	S	28500	$122.8558	Disposed	24866	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Employee Stock Options (Right to Buy)	$22.33	M	17000	Disposed	2020-02-01	Common Stock (17000)	Direct
2014-02-03	Employee Stock Options (Right to Buy)	$65.57	M	11500	Disposed	2022-02-01	Common Stock (11500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2417	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2013.

F2: Reflects the weighted average price of 28,500 shares of Common Stock sold by the reporting person in multiple transactions on February 3, 2014 with sale prices ranging from $121.925 to $124.06 per share inclusive. 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: Estimate of the number of shares held in the reporting person's ESOP fund as of February 3, 2014. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.