Sec Form 4 Filing - Eastman Stephen L. @ Polaris Inc. - 2023-07-28

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
Eastman Stephen L.
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 - PG&A + Aftermarket
(Last) (First) (Middle)
2100 HIGHWAY 55
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2023
(Street)
MEDINA, MN55340
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 07/28/2023 M 10,000 A $ 125.67 27,800 D
Common Stock 07/28/2023 S 10,000 D $ 135.82 ( 1 ) 17,800 D
Common Stock 162.66 I by 401(k) plan
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
Employee Stock Option (right to buy) $ 125.67 07/28/2023 M 10,000 ( 2 ) 01/29/2024 Common Stock 10,000 $ 0 0 D
Deferred Stock Units ( 3 ) 08/01/2023 I 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 5 ) 6,694 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eastman Stephen L.
2100 HIGHWAY 55
MEDINA, MN55340
President - PG&A + Aftermarket
Signatures
/s/ Sarah Maveus, as attorney-in-fact 08/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the weighted average price of 10,000 shares of Common Stock sold by the reporting person in multiple transactions on July 28, 2023 with sales prices ranging from $135.66 to $136.03 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2 )The option vests in two equal installments on January 29, 2016 and January 29, 2018.
( 3 )Each deferred stock unit represents the right to receive one share of the Issuer's common stock.
( 4 )At the settlement date elected by the reporting officer under the Issuer's Supplemental Executive Retirement Plan ("SERP"), the reporting officer is entitled to receive one share of common stock for each deferred stock unit held. The deferred stock units may be transferred into an alternative investment account in the SERP after a period of six months and one day.
( 5 )The reporting person transferred the value of 10,000 deferred stock units held under the SERP into another investment within the SERP, at a deemed price per unit of $133.66.

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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