Sec Form 4 Filing - MALONE MICHAEL W @ POLARIS INDUSTRIES INC/MN - 2015-02-13

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

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1. Name and Address of Reporting Person MALONE MICHAEL W 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 Finance & CFO (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 4,536 ( 1 ) A 91,167 D Common Stock 02/13/2015 F 1,648 ( 2 ) D $ 156 89,519 D Common Stock 02/17/2015 S 2,888 D $ 156.438 86,631 D Common Stock 02/17/2015 M 50,000 A $ 22.33 136,631 D Common Stock 02/17/2015 S 50,000 D $ 155.43 ( 3 ) 86,631 D Common Stock 20,994 I By Colleen M. Malone Living Trust Common Stock 32,400 I By Malone Lifetime Trust

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 (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 Performance Restricted Stock Units ( 4 ) 02/13/2015 M 9,072 ( 4 ) 03/15/2015 Common Stock 9,072 ( 4 ) 0 D Deferred Stock Units ( 5 ) 02/13/2015 M 4,536 ( 6 ) ( 6 ) Common Stock 4,536 ( 5 ) 4,536 D Employee Stock Options (Right to Buy) $ 22.33 02/17/2015 M 50,000 02/01/2012 02/01/2020 Common Stock 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALONE MICHAEL W 2100 HIGHWAY 55 MEDINA, MN55340 VP Finance & CFO Signatures Jennifer Carbert, Attorney-in-Fact 02/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units. ( 2 )Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock unit award. ( 3 )Reflects the weighted average price of 50,000 shares of Common Stock sold by the reporting person in multiple transactions on February 17, 2015 with sale prices ranging from $155.15 to $156.53 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 )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"). ( 5 )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 4. ( 6 )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).

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