Polaris Inc. — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POLARIS INDUSTRIES INC/MN (PII)
CIK: 0000931015
Period of Report: 2017-01-30

Reporting Person: Dougherty Michael D. (President-International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Stock	M	185	—	Acquired	5185	Direct
2017-01-30	Common Stock	F	72	$83.55	Disposed	5113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	Performance Restricted Stock Units	$	M	185	Disposed	2017-03-15	Common Stock (185)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33751	Indirect
Common Stock	2109	Indirect
Common Stock	2147	Indirect
Common Stock	4715	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 represents 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 a performance restricted stock award.

F4: Shares held in a revocable trust of which the reporting person and his spouse are trustees, and the reporting person and his spouse, or other members of their family, are the beneficiaries.

F5: Shares held by son who shares reporting person's household. 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.

F6: Shares held by daughter who shares reporting person's household. 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.

F7: Estimate of the number of shares held in the reporting person's ESOP fund as of January 30, 2017. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.