Polaris Inc. — Director's Dealing 2015

Jun 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2015-05-29

Reporting Person: Longren David C. (VP-ORV and ORV Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-29	Common Stock	M	4000	$24.44	Acquired	28747	Direct
2015-05-29	Common Stock	M	12000	$23.33	Acquired	40747	Direct
2015-05-29	Common Stock	M	16000	$21.785	Acquired	56747	Direct
2015-05-29	Common Stock	M	34000	$22.33	Acquired	90747	Direct
2015-05-29	Common Stock	M	13704	$38.46	Acquired	104451	Direct
2015-05-29	Common Stock	S	79704	$143.8319	Disposed	24747	Direct
2015-06-01	Common Stock	M	4296	$38.46	Acquired	29043	Direct
2015-06-01	Common Stock	S	4296	$145.6132	Disposed	24747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-29	Employee Stock Options (Right to Buy)	$24.44	M	4000	Disposed	2015-12-22	Common Stock (4000)	Direct
2015-05-29	Employee Stock Options (Right to Buy)	$23.33	M	12000	Disposed	2017-01-29	Common Stock (12000)	Direct
2015-05-29	Employee Stock Options (Right to Buy)	$21.785	M	16000	Disposed	2018-01-31	Common Stock (16000)	Direct
2015-05-29	Employee Stock Options (Right to Buy)	$22.33	M	34000	Disposed	2020-02-01	Common Stock (34000)	Direct
2015-05-29	Employee Stock Options (Right to Buy)	$38.46	M	13704	Disposed	2021-01-31	Common Stock (13704)	Direct
2015-06-01	Employee Stock Options (Right to Buy)	$38.46	M	4296	Disposed	2021-01-31	Common (4296)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	616	Indirect
Common Stock	1996	Indirect

Footnotes

F1: Reflects the weighted average price of 79,704 shares of Common Stock sold by the reporting person in multiple transactions on May 29, 2015 with sale prices ranging from $143.50 to $144.54 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: Reflects the weighted average price of 4,296 shares of Common Stock sold by the reporting person in multiple transactions on June 1, 2015 with sale prices ranging from $145.15 to $146.045 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.

F3: 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: Estimate of the number of shares held in the reporting person's ESOP fund as of May 29, 2015. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.

F5: The option vested in two equal installments on February 1, 2012 and February 1, 2014.

F6: The option vested in two equal installments on January 31, 2013 and January 31, 2015.