Sec Form 4 Filing - Nee William J @ ARCTIC CAT INC - 2013-08-16

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 Nee William J 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) Vice President Human Resources (Last) (First) (Middle) 505 HIGHWAY 169 NORTH, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2013 (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 08/16/2013 F( 1 ) 611 D $ 55.52 5,688 D Common Stock 08/16/2013 S 1,059 D $ 55.52 4,629 D Common Stock 08/19/2013 S 942 D $ 56 3,687 D Common Stock 08/19/2013 S 348 D $ 56.01 3,339 ( 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) $ 15.77 ( 3 ) 04/01/2021 Common Stock 15,853 15,853 D Stock Option (Right to Buy) $ 43.79 ( 4 ) 04/02/2022 Common Stock 4,639 4,639 D Stock Option (Right to Buy) $ 42.99 ( 5 ) 04/01/2023 Common Stock 5,233 5,233 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nee William J 505 HIGHWAY 169 NORTH SUITE 1000 PLYMOUTH, MN55441 Vice President Human Resources Signatures /s/ Scott J. Dorfman as Attorney-in-Fact for William J. Nee pursuant to Power of Attorney previously filed. 08/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock unit grant by directing the Company to withhold shares otherwise issuable pursuant to the grant. ( 2 )Includes (i) 635 shares of restricted stock units that vest on 4/1/14; (ii) 495 shares of restricted stock units that vest 247 shares on 4/2/14 and 248 shares on 4/2/15; and (iii) 697 shares of restricted stock units that vest 232 shares on 4/1/14 and 4/1/15 and 233 shares on 4/1/16. ( 3 )Vests in three equal annual installments beginning on 4/1/12. ( 4 )Vests in three equal annual installments beginning on 4/2/13. ( 5 )Vests in three equal annual installments beginning on 4/1/14.

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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