Polaris Inc. — Director's Dealing 2014

Oct 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2014-10-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-29	Common Stock	M	12000	$22.33	Acquired	18000	Direct
2014-10-29	Common Stock	S	12000	$148.1635	Disposed	6000	Direct
2014-04-28	Common Stock	G	380	$0.00	Disposed	31130	Indirect
2014-04-28	Common Stock	G	190	$0.00	Acquired	1630	Indirect
2014-04-28	Common Stock	G	190	$0.00	Acquired	1630	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-29	Employee Stock Options (Right to Buy)	$22.33	M	12000	Disposed	2020-02-01	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4628	Indirect

Footnotes

F1: Reflects the weighted average price of 12,000 shares of Common Stock sold by the reporting person in multiple transactions on October 29, 2014 with sale prices ranging from $148.00 to $148.45 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: 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.

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: Estimate of the number of shares held in the reporting person's ESOP fund as of October 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.