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: Morgan Bennett J (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	4737	—	Acquired	114692	Direct
2016-02-01	Common Stock	F	1708	$75.17	Disposed	112984	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Performance Restricted Stock Units	$	M	7288	Disposed	2016-03-15	Common Stock (7288)	Direct
2016-02-01	Deferred Stock Units	$	M	2551	Acquired		Common Stock (2551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16145	Indirect
Common Stock	480	Indirect
Common Stock	370	Indirect
Common Stock	180	Indirect
Common Stock	22664	Indirect
Common Stock	6178	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: 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: The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

F5: Estimate of the number of shares held in the reporting person's ESOP fund as of February 1, 2016. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.

F6: 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").

F7: 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 6.

F8: 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.