Polaris (PII) Form 4 Polaris / Dougherty Lucy Clark ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Clark Dougherty Lucy

(Last) (First) (Middle)

2100 HIGHWAY 55

(Street)

MEDINA MN 55340

(City) (State) (Zip)

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)
SVP-Gen Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/27/2023		M		19,237	A	$113.01	37,651	D
Common Stock	07/27/2023		M		13,069	A	$117.37	50,720	D
Common Stock	07/27/2023		M		6,581	A	$111.32	57,301	D
Common Stock	07/27/2023		S		4,106	D	$137.88(1)	53,195	D
Common Stock	07/27/2023		S		1,187	D	$137.24(2)	52,008	D
Common Stock	07/27/2023		S		33,594	D	$134.19(3)	18,414	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	$113.01	07/27/2023		M			19,237	(4)	01/31/2028	Common Stock	19,237	$0	0	D
Employee Stock Options (right to buy)	$117.37	07/27/2023		M			13,069	(5)	01/27/2031	Common Stock	13,069	$0	6,534	D
Employee Stock Options (right to buy)	$111.32	07/27/2023		M			6,581	(6)	01/26/2032	Common Stock	6,581	$0	13,160	D

Explanation of Responses:

1. Reflects the weighted average price of 4,106 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sale prices ranging from $137.42 to $138.41 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. Reflects the weighted average price of 1,187 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sale prices ranging from $137.00 to $137.41 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.

3. Reflects the weighted average price of 33,594 shares of Common Stock sold by the reporting person in multiple transactions on July 27, 2023 with sale prices ranging from $134.00 to $134.38 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.

4. The option vests in three equal installments on January 31, 2019, January 31, 2020, and January 31, 2021.

5. The option vests in three equal installments on January 27, 2022, January 27, 2023, and January 27, 2024.

6. The option vests in three equal installments on January 26, 2023, January 26, 2024, and January 26, 2025.

Remarks:

The reporting person's February 3, 2023 report inadvertently reported indirectly holding 4,732 shares by ESOP in error.

	/s/ Sarah Maveus, as attorney-in-fact	07/31/2023
	** Signature of Reporting Person	Date
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