Sec Form 4 Filing - Puishys Joseph F. @ ARCTIC CAT INC - 2017-03-06

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
Puishys Joseph F.
2. Issuer Name and Ticker or Trading Symbol
ARCTIC CAT INC [ ACAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 NORTH 3RD STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2017
(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 03/06/2017 U 18,525 D $ 18.5 ( 1 ) 0 I By Trust
Common Stock 03/06/2017 D 3,834 D $ 18.5 ( 2 ) 0 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) $ 16.74 03/06/2017 D 5,973 ( 3 ) 04/01/2026 Common Stock 5,973 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Puishys Joseph F.
500 NORTH 3RD STREET
MINNEAPOLIS, MN55401
X
Signatures
/s/ John R. Houston as Attorney-in-Fact for Joseph F. Puishys pursuant to Power of Attorney previously filed. 03/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Tendered pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Arctic Cat Inc., a Minnesota corporation, Textron Inc., a Delaware corporation, ("Textron"), and Aces Acquisition Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Textron, in exchange for the right to receive $18.50 per share. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
( 2 )Pursuant to the Merger Agreement, each unvested restricted stock unit became fully vested immediately prior to the Effective Time. Restricted stock units were then cancelled as of the Effective Time in exchange for the right to receive a cash payment equal to $18.50 multiplied by the number of shares subject to such restricted stock unit award, less any required withholding of taxes.
( 3 )Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the Effective Time. Each stock option that was outstanding and unexercised as of the Effective Time and had an exercise price per share that was less than $18.50 was then cancelled in exchange for the right to receive a cash payment equal to $18.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes.

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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