Polaris Inc. — Director's Dealing 2014

Aug 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2014-08-27

Reporting Person: Morgan Bennett J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-27	Common Stock	M	2009	$21.785	Acquired	108761	Direct
2014-08-27	Common Stock	S	2009	$147.06	Disposed	106752	Direct
2014-08-28	Common Stock	M	3633	$21.785	Acquired	110385	Direct
2014-08-28	Common Stock	S	2497	$146.50	Disposed	107888	Direct
2014-08-28	Common Stock	S	1136	$146.00	Disposed	106752	Direct
2014-08-27	Common Stock	G	832	$0.00	Disposed	16650	Indirect
2014-08-27	Common Stock	G	190	$0.00	Acquired	490	Indirect
2014-08-27	Common Stock	S	190	$146.19	Disposed	300	Indirect
2014-08-27	Common Stock	G	190	$0.00	Acquired	190	Indirect
2014-08-27	Common Stock	S	190	$146.19	Disposed	0	Indirect
2014-08-27	Common Stock	G	190	$0.00	Acquired	190	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-27	Employee Stock Option (Right to Buy)	$21.785	M	2009	Disposed	2018-01-31	Common Stock (2009)	Direct
2014-08-28	Employee Stock Option (Right to Buy)	$21.785	M	3633	Disposed	2018-01-31	Common (3633)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22664	Indirect
Common Stock	6051	Indirect

Footnotes

F1: Reflects the weighted average price of 2,009 shares of Common Stock sold by the reporting person in multiple transactions on August 27, 2014 with sale prices ranging from $147.00 to $147.11 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: 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.

F3: 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.

F4: Estimate of the number of shares held in the reporting person's ESOP fund as of August 27, 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.