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: Eastman Stephen L. (President - PG&A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	1263	—	Acquired	11791	Direct
2016-02-01	Common Stock	F	508	$75.17	Disposed	11283	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Performance Restricted Stock Units	$	M	2527	Disposed	2016-03-15	Common Stock (2527)	Direct
2016-02-01	Deferred Stock Units	$	M	1264	Acquired		Common Stock (1264)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135	Indirect

Footnotes

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

F2: Each performance restricted stock unit represented the right to receive one share of the Issuer's common stock upon the vesting of the units.

F3: Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of performance restricted stock unit award.

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 share as describe in note 4.

F6: At the settlement date elected by the reporting officer under the SERP, the reporting officer 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.