SEC Form 4 · accession 0001209191-15-015553

Polaris Inc. · PII

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bennett J Morgan

Officer — President & COO

Period of report

Feb 13, 2015

Accepted (ET)

Feb 18, 2015 · 6:25 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^F1	Feb 13, 2015	M	6,603	—	A	112,425	D
Common Stock^F2	Feb 13, 2015	F	2,470	$156.00	D	109,955	D
Common Stock	holding	—	—		—	16,145	I	By Sharon Morgan Living Trust
Common Stock^F3	holding	—	—		—	480	I	By son
Common Stock^F3	holding	—	—		—	370	I	By son II
Common Stock^F4	holding	—	—		—	180	I	By daughter
Common Stock	holding	—	—		—	22,664	I	By Morgan Lifetime Trust
Common Stock^F5	holding	—	—		—	6,040	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
Performance Restricted Stock Units^F6	—	Feb 13, 2015	M	13,206	D	—	Mar 15, 2015	Common Stock	13,206	0	D
Deferred Stock Units^F7,F8	—	Feb 13, 2015	M	6,603	A	—	—	Common Stock	6,603	6,603	D

Explanation of responses

F1Shares acquired in settlement of an equal number of performance restricted stock units upon vesting of the units.
F2Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting and settlement of a performance restricted stock unit award.
F3The 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.
F4The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter'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.