Polaris Inc. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2016-02-01

Reporting Person: Williams James P (SVP-CHRO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Performance Restricted Stock Units	$	M	3776	Disposed	2016-03-15	Common Stock (3776)	Direct
2016-02-01	Deferred Stock Units	$	M	3776	Acquired		Common Stock (3776)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14460	Direct

Footnotes

F1: 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").

F2: 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 1.

F3: 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.