Sec Form 4 Filing - Crocker Tracy Jerry @ ARCTIC CAT INC - 2017-02-06

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 Crocker Tracy Jerry 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/GM - ATV Division (Last) (First) (Middle) 500 NORTH 3RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2017 (Street) MINNEAPOLIS, MN55401 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 02/06/2017 F 1,730 ( 1 ) D $ 18.54 23,651 ( 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) $ 42.99 ( 3 ) 04/01/2023 Common Stock 6,542 6,542 D Stock Option (Right to Buy) $ 47.52 ( 4 ) 04/01/2024 Common Stock 6,115 6,115 D Stock Option (Right to Buy) $ 31.51 ( 5 ) 05/14/2025 Common Stock 11,246 11,246 D Stock Option (Right to Buy) $ 16.74 ( 6 ) 04/01/2026 Common Stock 21,841 21,841 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crocker Tracy Jerry 500 NORTH 3RD STREET MINNEAPOLIS, MN55401 VP/GM - ATV Division Signatures /s/ Elizabeth Dunshee as Attorney-in-Fact for Tracy J. Crocker pursuant to Power of Attorney filed herewith. 02/08/2017 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 previously reported grant. ( 2 )Includes (i) 272 restricted stock units that vest on 4/1/17; (ii) 1,000 restricted stock units that vest on 11/17/17; (iii) 999 restricted stock units that vest 499 shares on 5/14/17 and 500 shares on 5/14/18; (iv) 8,875 restricted stock units that vest 4,438 shares on 2/5/18 and 4,437 shares on 2/5/19; and (v) 2,912 restricted stock units that vest 971 shares on 4/1/17, 970 shares on 4/1/18 and 971 shares on 4/1/19. ( 3 )Fully exercisable. ( 4 )Vests 2,038 shares on 4/1/15, 2,039 shares on 4/1/16 and 2,038 shares on 4/1/17. ( 5 )Vests 3,749 shares on 5/14/16, 3,748 shares on 5/14/17 and 3,749 shares on 5/14/18. ( 6 )Vests 7,280 shares on 4/1/17, 7,281 shares on 4/1/18 and 7,280 shares on 4/1/19.

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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