Polaris Inc. — Director's Dealing 2020

Jan 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Polaris Inc. (PII)
CIK: 0000931015
Period of Report: 2020-01-29

Reporting Person: Dougherty Michael D. (President-Motorcycles & Int'l)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-29	Common Stock	A	2248	$0.00	Acquired	8087	Direct
2020-01-29	Common Stock	A	2189	—	Acquired	10276	Direct
2020-01-29	Common Stock	F	1119	$94.54	Disposed	9157	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-29	Employee Stock Options (right to buy)	$94.54	A	19354	Acquired	2030-01-29	Common Stock (19354)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30427	Indirect
Common Stock	3026	Indirect
Common Stock	3054	Indirect
Common Stock	4723	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 in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reporting person and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are the beneficiaries.

F7: Estimate of the number of shares held in the reporting person's ESOP fund as of January 29, 2020. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.

F8: The option vests in three equal installments on January 29, 2021, January 29, 2022, and January 29, 2023.