Polaris Inc. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2015-02-13

Reporting Person: Krishna Suresh (VP/GM-EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	2472	—	Acquired	64645	Direct
2015-02-13	Common Stock	F	911	$156.00	Disposed	63734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Performance Restricted Stock Units	$	M	4944	Disposed	2015-03-15	Common Stock (4944)	Direct
2015-02-13	Deferred Stock Units	$	M	2472	Acquired		Common Stock (2472)	Direct

Footnotes

F1: Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units.

F2: Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock unit award.

F3: Each performance restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock or, if a deferral election is made, one deferred stock unit under the Issuer's Supplemental/Retirement Savings Plan ("SERP").

F4: Each deferred stock unit represents the right to receive one share of the Issuer's common stock, and is received in exchange for one performance restricted stock unit as described in note 3.

F5: At the settlement date elected by the reporting person under the SERP, the reporting person is entitled to receive one share of common stock for each deferred stock unit held. The deferred stock units may be transferred into an alternative investment account in the SERP after a period of six months and one day.