Polaris Inc. — Director's Dealing 2014

Jan 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2014-01-29

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-29	Employee Stock Options (Right to Buy)	$125.67	A	8000	Acquired	2024-01-29	Common Stock (8000)	Direct
2014-01-29	Performance Restricted Stock Units	$	A	2841	Acquired	2017-03-15	Common Stock (2841)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Direct
Common Stock	31510	Indirect
Common Stock	4647	Indirect
Common Stock	1440	Indirect
Common Stock	1440	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: Estimate of the number of shares held in the reporting person's ESOP fund as of January 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.

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.

F5: The option vests in two equal installments on January 29, 2016 and January 29, 2018.

F6: 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, 2014 to December 31, 2016. The officer is entitled to receive one share of common stock for each PRSU earned in early 2017 when financial results are certified for the performance period.