Sec Form 4 Filing - Walker Mary Ellen @ ARCTIC CAT INC - 2012-09-06

Insider filing report for Changes in Beneficial Ownership
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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
Walker Mary Ellen
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)
VP Gen Mgr of PG&A and Sales
(Last) (First) (Middle)
505 NORTH HIGHWAY 169, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2012
(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 09/06/2012 M 9,904 A $ 6.26 27,002 D
Common Stock 09/06/2012 F 1,401 D $ 44.26 25,601 D
Common Stock 09/06/2012 F 3,401 D $ 44.26 22,200 D
Common Stock 09/06/2012 S 5,102 D $ 44.26 ( 1 ) 17,098 ( 2 ) D
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) $ 6.26 09/06/2012 M 9,904 08/06/2012 08/06/2019 Common Stock 9,904 $ 0 50 D
Stock Option (Right to Buy) $ 10.79 ( 3 ) 04/01/2020 Common Stock 11,390 11,390 D
Stock Option (Right to Buy) $ 15.77 ( 4 ) 04/01/2021 Common Stock 3,335 11,719 D
Stock Option (Right to Buy) $ 43.79 ( 5 ) 04/02/2022 Common Stock 4,817 4,817 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker Mary Ellen
505 NORTH HIGHWAY 169
SUITE 1000
PLYMOUTH, MN55441
VP Gen Mgr of PG&A and Sales
Signatures
/s/ Scott J. Dorfman as Attorney-in-Fact for Mary Ellen Walker pursuant to Power of Attorney previously filed. 09/10/2012
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 $44.00 to $44.51 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 )Includes (i) 1,406 restricted stock units that vest in installments of 703 units on 4/1/13 and 4/1/14; and (ii) 771 restricted stock units that vest in installments of 257 units on 4/2/13, 4/2/14 and 4/2/15, all previously reported.
( 3 )The option, representing a right to purchase a total of 11,390 shares, became exercisable in three equal annual installments beginning on 4/1/11.
( 4 )The option, representing a right to purchase a total of 17,570 shares, became exercisable in three equal annual installments beginning on 4/1/12.
( 5 )The option, representing a right to purchase a total of 4,817 shares, becomes exercisable in three equal annual installments beginning on 4/1/13.

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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