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: MALONE MICHAEL W (VP Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	4536	—	Acquired	91167	Direct
2015-02-13	Common Stock	F	1648	$156.00	Disposed	89519	Direct
2015-02-17	Common Stock	S	2888	$156.438	Disposed	86631	Direct
2015-02-17	Common Stock	M	50000	$22.33	Acquired	136631	Direct
2015-02-17	Common Stock	S	50000	$155.43	Disposed	86631	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Performance Restricted Stock Units	$	M	9072	Disposed	2015-03-15	Common Stock (9072)	Direct
2015-02-13	Deferred Stock Units	$	M	4536	Acquired		Common Stock (4536)	Direct
2015-02-17	Employee Stock Options (Right to Buy)	$22.33	M	50000	Disposed	2020-02-01	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20994	Indirect
Common Stock	32400	Indirect

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: Reflects the weighted average price of 50,000 shares of Common Stock sold by the reporting person in multiple transactions on February 17, 2015 with sale prices ranging from $155.15 to $156.53 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.

F4: 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").

F5: 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 4.

F6: 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.