Sec Form 4 Filing - Eperjesy Christopher J @ 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 Eperjesy Christopher 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) Chief Financial Officer (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 3,051 ( 1 ) D $ 18.54 35,679 ( 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) $ 38.82 ( 3 ) 02/17/2025 Common Stock 14,489 14,489 D Stock Option (Right to Buy) $ 38.82 ( 4 ) 02/17/2025 Common Stock 17,387 17,387 D Stock Option (Right to Buy) $ 16.74 ( 5 ) 04/01/2026 Common Stock 34,050 34,050 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eperjesy Christopher J 500 NORTH 3RD STREET MINNEAPOLIS, MN55401 Chief Financial Officer Signatures /s/ Elizabeth Dunshee as Attorney-in-Fact for Christopher J. Eperjesy pursuant to Power of Attorney previously filed. 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) 7,727 restricted stock units that vest 3,863 shares on 2/17/17 and 3,864 shares on 2/17/18; (ii) 13,559 restricted stock units that vest 6,780 shares on 2/5/18 and 6,779 shares on 2/5/19; and (iii) 4,540 restricted stock units that vest 1,513 shares on 4/1/17, 1,514 shares on 4/1/18 and 1,513 shares on 4/1/19. ( 3 )Vests as to 4,830 shares on 2/17/16, 4,829 shares on 2/17/17, and 4,830 shares on 2/17/18. ( 4 )Vests as to 5,796 shares on 2/17/16, 5,795 shares on 2/17/17, and 5,796 shares on 2/17/18. ( 5 )Vests as to 11,350 shares on each of 4/1/17, 4/1/18 and 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).

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