Polaris Inc. — Director's Dealing 2014

Sep 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2014-08-29

Reporting Person: Morgan Bennett J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock	M	2721	$21.785	Acquired	109473	Direct
2014-08-29	Common Stock	S	2721	$146.04	Disposed	106752	Direct
2014-09-02	Common Stock	M	66637	$21.785	Acquired	173389	Direct
2014-09-02	Common Stock	S	15392	$147.01	Disposed	157997	Direct
2014-09-02	Common Stock	S	51245	$146.52	Disposed	106752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-29	Employee Stock Option (Right to Buy)	$21.785	M	2721	Disposed	2018-01-31	Common Stock (2721)	Direct
2014-09-02	Employee Stock Option (Right to Buy)	$21.785	M	66637	Disposed	2018-01-31	Common Stock (66637)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16650	Indirect
Common Stock	300	Indirect
Common Stock	190	Indirect
Common Stock	22664	Indirect
Common Stock	6053	Indirect

Footnotes

F1: Reflects the weighted average price of 2,721 shares of Common Stock sold by the reporting person in multiple transactions on August 29, 2014 with sale prices ranging from $146.00 to $146.1875 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.

F2: Reflects the weighted average price of 15,392 shares of Common Stock sold by the reporting person in multiple transactions on September 2, 2014 with sale prices ranging from $147.00 to $147.04 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: Reflects the weighted average price of 51,245 shares of Common Stock sold by the reporting person in multiple transactions on September 2, 2014 with sale prices ranging from $146.15 to $147.03 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.

F4: 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.

F5: Estimate of the number of shares held in the reporting person's ESOP fund as of August 29, 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.