Polaris Inc. — Director's Dealing 2015

Feb 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Homan Matthew J. (President-Adjacent Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-02	Common Stock	M	18000	$38.46	Acquired	45036	Direct
2015-02-02	Common Stock	M	7500	$86.45	Acquired	52536	Direct
2015-02-02	Common Stock	S	25500	$142.07	Disposed	27036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-02	Employee Stock Options (Right to Buy)	$38.46	M	18000	Disposed	2021-01-31	Common Stock (18000)	Direct
2015-02-02	Employee Stock Options (Right to Buy)	$86.45	M	7500	Disposed	2023-01-30	Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2405	Indirect

Footnotes

F1: Reflects the weighted average price of 25,500 shares of Common Stock sold by the reporting person in multiple transactions on February 2, 2015 with sale prices ranging from $141.90 to $142.327 per share inclusive. 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: Estimate of the number of shares held in the reporting person's ESOP fund as of February 2, 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.