Sec Form 4 Filing - Longren David C. @ POLARIS INDUSTRIES INC/MN - 2015-02-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Longren David C.
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)
VP-ORV and ORV Engineering
(Last) (First) (Middle)
2100 HIGHWAY 55
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2015
(Street)
MEDINA, MN55340
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/13/2015 M 40,000 A $ 9.9 62,961 D
Common Stock 02/13/2015 S 40,000 D $ 154.4434 ( 1 ) 22,961 D
Common Stock 02/13/2015 G V 468 D $ 0 22,493 D
Common Stock 02/13/2015 M 4,403 ( 2 ) A 26,896 D
Common Stock 02/13/2015 F 2,149 ( 3 ) D $ 156 24,747 D
Common Stock 02/13/2015 G V 156 A $ 0 616 I By Son ( 4 )
Common Stock 1,991 ( 5 ) I By ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficia lly 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Options (Right to Buy) $ 9.9 02/13/2015 M 40,000 02/02/2011 02/02/2019 Common Stock 40,000 $ 0 0 D
Performance Restricted Stock Units ( 6 ) 02/13/2015 M 5,504 ( 6 ) 03/15/2015 Common Stock 5,504 ( 6 ) 0 D
Deferred Stock Units ( 7 ) 02/13/2015 M 1,101 ( 8 ) ( 8 ) Common Stock 1,101 ( 7 ) 1,101 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Longren David C.
2100 HIGHWAY 55
MEDINA, MN55340
VP-ORV and ORV Engineering
Signatures
Jennifer Carbert, Attorney-in-Fact 02/18/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the weighted average price of 40,000 shares of Common Stock sold by the reporting person in multiple transactions on February 13, 2015 with sale prices ranging from $153.50 to $154.97 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 )Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units.
( 3 )Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock unit award.
( 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 February 13, 2015. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.
( 6 )Each performance restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock or, if a deferral election is made, one deferred stock unit under the Issuer's Supplemental/Retirement Savings Plan ("SERP").
( 7 )Each deferred stock unit represents the right to receive one share of the Issuer's common stock, and is received in exchange for one performance restricted stock unit as described in note 6.
( 8 )At the settlement date elected by the reporting person under the SERP, the reporting person is entitled to receive one share of common stock for each deferred stock unit held. The deferred stock units may be transferred into an alternative investment account in the SERP after a period of six months and one day.

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.