Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Morgan Bennett J
  2. Issuer Name and Ticker or Trading Symbol
POLARIS INDUSTRIES INC/MN [PII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
2100 HIGHWAY 55
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014
(Street)

MEDINA, MN 55340
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/27/2014   M   2,009 A $ 21.785 108,761 D  
Common Stock 08/27/2014   S   2,009 D $ 147.06 (1) 106,752 D  
Common Stock 08/28/2014   M   3,633 A $ 21.785 110,385 D  
Common Stock 08/28/2014   S   2,497 D $ 146.5 107,888 D  
Common Stock 08/28/2014   S   1,136 D $ 146 106,752 D  
Common Stock 08/27/2014   G V 832 D $ 0 16,650 I By Sharon Morgan Living Trust
Common Stock 08/27/2014   G V 190 A $ 0 490 I By Son (2)
Common Stock 08/27/2014   S   190 D $ 146.19 300 I By Son (2)
Common Stock 08/27/2014   G V 190 A $ 0 190 I By Daughter (3)
Common Stock 08/27/2014   S   190 D $ 146.19 0 I By Daughter (3)
Common Stock 08/27/2014   G V 190 A $ 0 190 I By Son II (2)
Common Stock               22,664 I By Morgan Lifetime Trust
Common Stock               6,051 (4) I By ESOP

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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 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) $ 21.785 08/27/2014   M     2,009 01/31/2011 01/31/2018 Common Stock 2,009 $ 0 97,991 D  
Employee Stock Option (Right to Buy) $ 21.785 08/28/2014   M     3,633 01/31/2011 01/31/2018 Common 3,633 $ 0 94,358 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Morgan Bennett J
2100 HIGHWAY 55
MEDINA, MN 55340
      President & COO  

Signatures

 Jennifer Carbert, Attorney-in-Fact   08/29/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the weighted average price of 2,009 shares of Common Stock sold by the reporting person in multiple transactions on August 27, 2014 with sale prices ranging from $147.00 to $147.11 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 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.
(3) The 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.
(4) Estimate of the number of shares held in the reporting person's ESOP fund as of August 27, 2014. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Polaris stock.

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