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: Eastman Stephen L. (VP - PG&A)

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	10000	Acquired	2024-01-29	Common Stock (10000)	Direct
2014-01-29	Performance Restricted Stock Units	$	A	3621	Acquired	2017-03-15	Common Stock (3621)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Direct

Footnotes

F1: The option vests in two equal installments on January 29, 2016 and January 29, 2018.

F2: 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.