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*
Morgan Bennett J

(Last) (First) (Middle)
2100 HIGHWAY 55

(Street)
MEDINA MN 55340

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLARIS INDUSTRIES INC/MN [ PII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/29/2014 M 2,721 A $21.785 109,473 D
Common Stock 08/29/2014 S 2,721 D $146.04(1) 106,752 D
Common Stock 09/02/2014 M 66,637 A $21.785 173,389 D
Common Stock 09/02/2014 S 15,392 D $147.01(2) 157,997 D
Common Stock 09/02/2014 S 51,245 D $146.52(3) 106,752 D
Common Stock 16,650 I By Sharon Morgan Living Trust
Common Stock 300 I By Son(4)
Common Stock 190 I By Son II(4)
Common Stock 22,664 I By Morgan Lifetime Trust
Common Stock 6,053(5) I By ESOP
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $21.785 08/29/2014 M 2,721 01/31/2011 01/31/2018 Common Stock 2,721 $0.00 91,637 D
Employee Stock Option (Right to Buy) $21.785 09/02/2014 M 66,637 01/31/2011 01/31/2018 Common Stock 66,637 $0.00 25,000 D
Explanation of Responses:
1. Reflects the weighted average price of 2,721 shares of Common Stock sold by the reporting person in multiple transactions on August 29, 2014 with sale prices ranging from $146.00 to $146.1875 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. Reflects the weighted average price of 15,392 shares of Common Stock sold by the reporting person in multiple transactions on September 2, 2014 with sale prices ranging from $147.00 to $147.04 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. Reflects the weighted average price of 51,245 shares of Common Stock sold by the reporting person in multiple transactions on September 2, 2014 with sale prices ranging from $146.15 to $147.03 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. 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.
5. Estimate of the number of shares held in the reporting person's ESOP fund as of August 29, 2014. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.
Remarks:
Jennifer Carbert, Attorney-in-Fact 09/03/2014
** 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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