SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Darling Bradley D

(Last)

(First)

(Middle)

601 BROOKS AVE. S.

P.O. BOX 810

(Street)

THIEF RIVER FALLS

56701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARCTIC CAT INC [ ACAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-GM, Snowmobile Division

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2016		A		13,541⁽¹⁾	A	$0	54,967⁽²⁾	D
Common Stock								200	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$43.79							⁽³⁾	04/02/2022	Common Stock	7,136		7,136	D
Stock Option (Right to Buy)	$42.99							⁽⁴⁾	04/01/2023	Common Stock	8,068		8,068	D
Stock Option (Right to Buy)	$47.52							⁽⁵⁾	04/01/2024	Common Stock	8,088		8,088	D
Stock Option (Right to Buy)	$31.51							⁽⁶⁾	05/14/2025	Common Stock	11,424		11,424	D

Explanation of Responses:

1. Represents 13,541 restricted stock units ("RSUs") underlying a long-term incentive award that vest as to 4,514 shares on 2/5/17, 4,513 shares on 2/5/18 and 4,514 shares on 2/5/19. Each RSU represents a contingent right to receive one share of Arctic Cat Inc. common stock.

2. Includes (i) 359 shares of restricted stock units that vest on 4/1/16; (ii) 719 shares of restricted stock units that vest 360 shares on 4/1/16 and 359 shares on 4/1/17; (iii) 1,250 shares of restricted stock units that vest on 3/31/16; (iv) 3,000 shares of restricted stock units that vest 1,500 shares on 11/17/16 and 11/17/17; (v) 1,523 shares of restricted stock units that vest 508 shares on 5/14/16 and 5/14/18 and 507 shares on 5/14/17; and (vi) 13,541 shares of restricted stock units that vest 4,514 shares on 2/5/17 and 2/5/19 and 4,513 shares on 2/5/18.

3. Fully exercisable.

4. Vests in three equal annual installments beginning April 1, 2014.

5. Vests in three equal annual installments beginning April 1, 2015.

6. Vests in three equal annual installments beginning May 14, 2016.

Remarks:

	/s/ John R. Houston as Attorney-in-Fact for Bradley D. Darling pursuant to Power of Attorney previously filed.	02/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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