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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dougherty Michael D.
(Last) (First) (Middle)
2100 HIGHWAY 55
(Street)
MEDINA MN 55340
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Polaris Inc. [ PII ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President - On Road and Int'l
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023
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 07/27/2023 M 13,124 A $84.58 35,515 D
Common Stock 07/27/2023 M 8,000 A $125.67 43,515 D
Common Stock 07/27/2023 S 844 D $137.72(1) 42,671 D
Common Stock 07/27/2023 S 1,153 D $136.94(2) 41,518 D
Common Stock 07/27/2023 S 7,337 D $136.55(3) 34,181 D
Common Stock 07/27/2023 S 6,910 D $136.08(4) 27,271 D
Common Stock 07/27/2023 S 2,150 D $135.02(5) 25,121 D
Common Stock 07/27/2023 S 2,730 D $134.1(6) 22,391 D
Common Stock 28,299 I By spouse's trust(7)(8)
Common Stock 3,840 I by son(9)
Common Stock 3,868 I by daughter(10)
Common Stock 4,733 I ESOP(11)
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) $84.58 07/27/2023 M 13,124 (12) 01/30/2029 Common Stock 13,124 $0 0 D
Employee Stock Option (right to buy) $125.67 07/27/2023 M 8,000 (13) 01/29/2024 Common Stock 8,000 $0 0 D
Explanation of Responses:
1. Reflects the weighted average price of 844 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $137.32 to $138.26 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 1,153 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $136.79 to $137.30 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 7,337 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $136.40 to $136.78 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. Reflects the weighted average price of 6,910 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $135.50 to $136.39 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.
5. Reflects the weighted average price of 2,150 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $134.36 to $135.33 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.
6. Reflects the weighted average price of 2,730 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sales prices ranging from $133.92 to $134.32 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.
7. Reflects an additional 500 shares that were inadvertently reported on a Form 4 filed on November 8, 2022 as a gift from the reporting person's directly held shares (the gift actually came from the reporting person's indirect holdings by spouse's trust).
8. 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.
9. Shares held by son in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reportingperson and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are thebeneficiaries.
10. 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.
11. Estimate of the number of shares held in the reporting person's ESOP fund as of July 27, 2023. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.
12. The option vests in three equal installments on January 30, 2020, January 30, 2021, and January 30, 2022.
13. The option vests in two equal installments on January 29, 2016 and January 29, 2018.
Remarks:
/s/ Sarah Maveus, as attorney-in-fact 07/31/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.