SEC Form 4 · accession 0001209191-15-015550
Polaris Inc. · PII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C. Longren
Officer — VP-ORV and ORV Engineering
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 6:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000931015
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 13, 2015 | M | 40,000 | $9.90 | A | 62,961 | D | |
| Common StockF1 | Feb 13, 2015 | S | 40,000 | $154.4434 | D | 22,961 | D | |
| Common Stock | Feb 13, 2015 | G | 468 | $0.00 | D | 22,493 | D | |
| Common StockF2 | Feb 13, 2015 | M | 4,403 | — | A | 26,896 | D | |
| Common StockF3 | Feb 13, 2015 | F | 2,149 | $156.00 | D | 24,747 | D | |
| Common StockF4 | Feb 13, 2015 | G | 156 | $0.00 | A | 616 | I | By Son |
| Common StockF5 | holding | — | — | — | 1,991 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy) | $9.90 | Feb 13, 2015 | M | 40,000 | D | Feb 2, 2011 | Feb 2, 2019 | Common Stock | 40,000 | 0 | D |
| Performance Restricted Stock UnitsF6 | — | Feb 13, 2015 | M | 5,504 | D | — | Mar 15, 2015 | Common Stock | 5,504 | 0 | D |
| Deferred Stock UnitsF7,F8 | — | Feb 13, 2015 | M | 1,101 | A | — | — | Common Stock | 1,101 | 1,101 | D |
Explanation of responses
- F1Reflects the weighted average price of 40,000 shares of Common Stock sold by the reporting person in multiple transactions on February 13, 2015 with sale prices ranging from $153.50 to $154.97 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.
- F2Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units.
- F3Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock unit award.
- F4The 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.
- F5Estimate of the number of shares held in the reporting person's ESOP fund as of February 13, 2015. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.
- F6Each performance restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock or, if a deferral election is made, one deferred stock unit under the Issuer's Supplemental/Retirement Savings Plan ("SERP").
- F7Each deferred stock unit represents the right to receive one share of the Issuer's common stock, and is received in exchange for one performance restricted stock unit as described in note 6.
- F8At the settlement date elected by the reporting person under the SERP, the reporting person 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.