Statement of Changes in Beneficial Ownership (4)
January 31 2020 - 5:49PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Dougherty Michael D. |
2. Issuer Name and Ticker or Trading Symbol
Polaris Inc.
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PII
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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 |
(Last)
(First)
(Middle)
2100 HIGHWAY 55 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2020 |
(Street)
MEDINA, MN 55340
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/29/2020 | | A | | 2248 | A | $0.00 | 8087 | D | |
Common Stock | 1/29/2020 | | A | | 2189 (1) | A | (2) | 10276 | D | |
Common Stock | 1/29/2020 | | F | | 1119 (3) | D | $94.54 | 9157 | D | |
Common Stock | | | | | | | | 30427 | I | by spouse's trust (4) |
Common Stock | | | | | | | | 3026 | I | by wife as UTMA custodian for son (5) |
Common Stock | | | | | | | | 3054 | I | by daughter (6) |
Common Stock | | | | | | | | 4723 (7) | I | by ESOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 Securities Underlying Derivative Security (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 | 1/29/2020 | | A | | 19354 | | (8) | 1/29/2030 | Common Stock | 19354 | $0.00 | 19354 | D | |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dougherty Michael D. 2100 HIGHWAY 55 MEDINA, MN 55340 |
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| President-Motorcycles & Int'l |
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Signatures
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Jennifer Carbert, Attorney-in-Fact | | 1/31/2020 |
**Signature of Reporting Person | Date |
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