Polaris Inc.

Major Shareholding Notification • Feb 13, 2017

SC 13G 1 polaris3211211-sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)*

Polaris Industries Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
731068102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this
Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
Rule 13d-1(c)
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 10

CUSIP No. 731068102

| 1 — 2 | NAME OF REPORTING PERSON Manulife Financial
Corporation — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | -0- | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | -0- | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC, Manulife Asset
Management (North America) Limited, Manulife Asset Management Limited and Manulife Asset Management (Hong
Kong) Limited. | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | See
line 9 above. | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | HC | | |
| SEE
INSTRUCTIONS | | | |

Page 2 of 10

CUSIP No. 731068102

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management (US) LLC — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 4,642,306 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 4,642,306 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 4,642,306 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 7.25% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | IA | | |
| SEE
INSTRUCTIONS | | | |

Page 3 of 10

CUSIP No. 731068102

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management (North America) Limited — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 37,662 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 37,662 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 37,662 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 0.06% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | IA | | |
| SEE
INSTRUCTIONS | | | |

Page 4 of 10

CUSIP No. 731068102

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management
Limited — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 49,985 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 49,985 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 49,985 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 0.08% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | FI | | |
| SEE
INSTRUCTIONS | | | |

Page 5 of 10

CUSIP No. 731068102

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management (Hong Kong) Limited — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Hong Kong | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 703 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 703 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 703 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 0.00% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | FI | | |
| SEE
INSTRUCTIONS | | | |

Page 6 of 10

| Item
1(a) | Name of Issuer : | | |
| --- | --- | --- | --- |
| | Polaris Industries Inc. | | |
| Item 1(b) | Address of Issuer's
Principal Executive Offices : 2100 Highway 55 Medina, MN 55340 | | |
| Item 2(a) | Name of Person Filing : This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, whollyowned
subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)"), Manulife Asset
Management (North America) Limited ("MAM (NA)"), Manulife Asset Management Limited
("MAML"), and Manulife Asset Management (Hong Kong) Limited ("MAM (HK)"). | | |
| Item 2(b) | Address of Principal Business Office : The
principal business offices of MFC, MAM (NA), MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W
1E5. The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts
02116. The principal business office of MAMHK is located at 16/F Lee Garden One, 33 Hysan Avenue,
Causeway Bay, Hong Kong. | | |
| Item 2(c) | Citizenship : MFC, MAML and MAM (NA) are organized and exist under the laws of Canada. MAM (US) is organized and exists under the laws of the State of Delaware. MAM (HK) is organized and exists under the laws of Hong Kong. | | |
| Item 2(d) | Title of Class of
Securities : Common Stock | | |
| Item 2(e) | CUSIP
Number : 731068102 | | |
| Item 3 | If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a : | | |
| | MFC: | (g)
(X) | a parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | MAM (US): | (e) (X) | an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E). |
| | MAM (NA): | (e) (X) | an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| | MAML: | (j) (X) | a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J). |
| | MAM (HK): | (j) (X) | a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J). |

Page 7 of 10

Item 4	Ownership :
	(a) Amount Beneficially Owned : MAM (US) has beneficial ownership of 4,642,306 shares of
Common Stock, MAM (NA) has beneficial ownership of 37,662 shares of Common Stock, MAML
has beneficial ownership of 49,985 shares of Common Stock, and MAM (HK) has beneficial
ownership of 703 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US),
MAM (NA), MAML, and MAM (HK), MFC may be deemed to have beneficial ownership of these
same shares.
	(b) Percent of Class : Of the 64,066,536 shares of Class A common stock outstanding as of October
21, 2016, according to the Form 10-K filed by the issuer with the Securities and Exchange
Commission on October 27, 2016, MAM (US) held 7.25%, MAM (NA) held 0.06%, MAML held
0.08%, and MAM (HK) held 0.00%.
	(c) Number of shares as to which the person
has :
	(i)	sole power to vote or to
direct the vote: MAM (US), MAM (NA), MAML, MAM (HK) each has sole power to vote or to direct
the voting of the shares of Common Stock beneficially owned by each of them.
	(ii)	shared power to vote or
to direct the vote: -0-
	(iii)	sole power to dispose or
to direct the disposition of: MAM (US), MAM (NA), MAML, and MAM (HK) each has sole power to dispose or to
direct the disposition of the shares of Common Stock beneficially owned by each of
them.
	(iv)	shared power to dispose
or to direct the disposition of: -0-
Item
5	Ownership of Five
Percent or Less of a Class : Not applicable.
Item 6	Ownership of More
than Five Percent on Behalf of Another Person : Not applicable.
Item 7	Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person : See Items 3 and
4 above.
Item 8	Identification and
Classification of Members of the Group : Not applicable.
Item 9	Notice of Dissolution
of Group : Not
applicable.
Item 10	Certification : By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the
securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, and (ii) the foreign regulatory scheme applicable to
MAML, is substantially comparable to the regulatory scheme applicable to the functionally equivalent
U.S. institution. The undersigned also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.

Page 8 of 10

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 9, 2017	Title:	Agent*
	Manulife Asset Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 8, 2017	Title:	Chief Compliance Officer
	Manulife Asset Management (North America) Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	Title:	General Counsel and Secretary
	Manulife Asset Management Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	Title:	General Counsel and Secretary
	Manulife Asset Management (Hong Kong) Limited
	By:	/s/ Michael Dommermuth
	Name:	Michael Dommermuth
Dated: February 9, 2017	Title:	Head of Wealth and Asset Management Asia

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 9 of 10

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC, Manulife Asset Management (North America) Limited, and Manulife Asset Management Limited agree that the Schedule 13G to which this Agreement is attached, relating to the Common Stock of Polaris Industries Inc., is filed on behalf of each of them.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 9, 2017	Title:	Agent*
	Manulife Asset Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 8, 2017	Title:	Chief Compliance Officer
	Manulife Asset Management (North America) Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	Title:	General Counsel and Secretary
	Manulife Asset Management Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 9, 2017	Title:	General Counsel and Secretary
	Manulife Asset Management (Hong Kong) Limited
	By:	/s/ Michael Dommermuth
	Name:	Michael Dommermuth
Dated: February 9, 2017	Title:	Head of Wealth and Asset Management Asia

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 10 of 10