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Sec Form 4 Filing - Dougherty Michael D. @ Polaris Inc. - 2020-01-29

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Dougherty Michael D.
2. Issuer Name and Ticker or Trading Symbol
Polaris Inc. [ PII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President-Motorcycles & Int'l
2100 HIGHWAY 55
3. Date of Earliest Transaction (MM/DD/YY)
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
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 01/29/2020 A 2,248 A $ 0 8,087 D
Common Stock 01/29/2020 A 2,189 ( 1 ) A 10,276 D
Common Stock 01/29/2020 F 1,119 ( 3 ) D $ 94.54 9,157 D
Common Stock 30,427 I by spouse's trust ( 4 )
Common Stock 3,026 I by wife as UTMA custodian for son ( 5 )
Common Stock 3,054 I by daughter ( 6 )
Common Stock 4,723 ( 7 ) I by ESOP
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
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
Employee Stock Options (right to buy) $ 94.54 01/29/2020 A 19,354 ( 8 ) 01/29/2030 Common Stock 19,354 $ 0 19,354 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dougherty Michael D.
2100 HIGHWAY 55
President-Motorcycles & Int'l
Jennifer Carbert, Attorney-in-Fact 01/31/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units.
( 2 )Each performance restricted stock unit represents the right to receive one share of the Issuer's common stock upon the vesting of the units.
( 3 )Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock award.
( 4 )Shares held in a revocable trust of which the reporting person and his spouse are trustees, and the reporting person and his spouse, or other members of their family, are the beneficiaries.
( 5 )Shares held by son who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.
( 6 )Shares held by daughter in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reporting person and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are the beneficiaries.
( 7 )Estimate of the number of shares held in the reporting person's ESOP fund as of January 29, 2020. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.
( 8 )The option vests in three equal installments on January 29, 2021, January 29, 2022, and January 29, 2023.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.