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: Morgan Bennett J (President & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-29	Employee Stock Option (Right to Buy)	$125.67	A	37000	Acquired	2024-01-29	Common Stock (37000)	Direct
2014-01-29	Performance Restricted Stock Units	$	A	13925	Acquired	2017-03-15	Common Stock (13925)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106752	Direct
Common Stock	17482	Indirect
Common Stock	300	Indirect
Common Stock	22664	Indirect
Common Stock	6074	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: 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: The option vests in two equal installments on January 29, 2016 and January 29, 2018.

F4: 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.