Sec Form 4 Filing - DELMORE TIMOTHY C @ ARCTIC CAT INC - 2012-02-21

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 DELMORE TIMOTHY C 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) CFO & Secretary (Last) (First) (Middle) 505 HIGHWAY 169 NORTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2012 (Street) PLYMOUTH, MN55441 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 02/21/2012 M 2,930 A $ 21.03 53,801 D Common Stock 02/21/2012 M 3,611 A $ 27.69 57,412 D Common Stock 02/21/2012 M 31,389 A $ 27.69 88,801 D Common Stock 02/21/2012 M 4,553 A $ 21.96 93,354 D Common Stock 02/21/2012 M 35,447 A $ 21.96 128,801 D Common Stock 02/21/2012 M 5,605 A $ 17.84 134,406 D Common Stock 02/21/2012 M 44,395 A $ 17.84 178,801 D Common Stock 02/21/2012 M 5,624 A $ 17.78 184,425 D Common Stock 02/21/2012 M 20,173 A $ 17.78 204,598 D Common Stock 02/21/2012 F 27,344 D $ 35.0662 177,254 D Common Stock 02/21/2012 F 92,962 D $ 35.0662 84,292 D Common Stock 02/21/2012 S 33,421 D $ 35.13 ( 1 ) 50,871 D Common Stock 02/22/2012 M 24,203 A $ 17.78 75,074 D Common Stock 02/22/2012 M 6,857 A $ 9.57 81,931 D Common Stock 02/22/2012 F 14,169 D $ 35.0018 67,762 D Common Stock 02/22/2012 F 7,601 D $ 35.0018 60,161 D Common Stock 02/22/2012 M 14,889 A $ 11.05 75,050 D Common Stock 02/22/2012 F 4,694 D $ 35.05 70,356 D Common Stock 02/22/2012 F 4,588 D $ 35.05 65,768 D Common Stock 02/22/2012 S 14,897 D $ 35.06 ( 2 ) 50,871 D Common Stock 2,435 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 (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 Stock Option (Right to Buy) $ 21.03 02/21/2012 M 2,930 08/07/2003 08/07/2013 Common Stock 2,930 $ 0 0 D Stock Option (Right to Buy) $ 27.69 02/21/2012 M 3,611 08/04/2004 08/04/2014 Common Stock 3,611 $ 0 0 D Stock Option (Right to Buy) $ 27.69 02/21/2012 M 31,389 08/04/2004 08/04/2014 Common Stock 31,389 $ 0 0 D Stock Option (Right to Buy) $ 21.96 02/21/2012 M 4,553 08/03/2005 08/03/2015 Common Stock 4,553 $ 0 0 D Stock Option (Right to Buy) $ 21.96 02/21/2012 M 35,447 08/03/2005 08/03/2015 Common Stock 35,447 $ 0 0 D Stock Option (Right to Buy) $ 17.84 02/21/2012 M 5,605 08/02/2006 08/02/2016 Common Stock 5,605 $ 0 0 D Stock Option (Right to Buy) $ 17.84 02/21/2012 M 44,395 08/02/2006 08/02/2016 Common Stock 44,395 $ 0 0 D Stock Option (Right to Buy) $ 17.78 02/21/2012 M 5,624 08/08/2007 08/08/2017 Common Stock 5,624 $ 0 0 D Stock Option (Right to Buy) $ 17.78 02/21/2012 M 20,173 08/08/2007 08/08/2017 Common Stock 20,173 $ 0 24,203 D Stock Option (Right to Buy) $ 17.78 02/22/2012 M 24,203 08/08/2007 08/08/2017 Common Stock 24,203 $ 0 0 D Stock Option (Right to Buy) $ 9.57 02/22/2012 M 6,857 08/08/2008 08/08/2018 Common Stock 6,857 $ 0 45,543 D Stock-Settled Appreciation Rights $ 11.05 02/22/2012 M 14,889 ( 3 ) 06/01/2015 Common Stock 14,889 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELMORE TIMOTHY C 505 HIGHWAY 169 NORTH SUITE 1000 PLYMOUTH, MN55441 CFO & Secretary Signatures /s/ Timothy C. Delmore 02/22/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.06 to $35.44 inclusive. The reporting person undertakes to provide Arctic Cat Inc., any security holder of Arctic Cat Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.06 to $35.07 inclusive. The reporting person undertakes to provide Arctic Cat Inc., any security holder of Arctic Cat Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The Right may be exercised after the Company's Common Stock trades at a market price of $2.00 more than the exercise price of the Stock Settled Appreciation Rights ("SSAR") for 30 of the preceeding 40 trading days; provided the Right may not be exercised prior to March 31, 2011.

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.