SEC FORM 4

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^*

DELMORE TIMOTHY C

(Last)

(First)

(Middle)

505 HIGHWAY 169 NORTH

SUITE 1000

(Street)

PLYMOUTH

55441

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARCTIC CAT INC [ ACAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2012		M		2,930	A	$21.03	53,801	D
Common Stock	02/21/2012		M		3,611	A	$27.69	57,412	D
Common Stock	02/21/2012		M		31,389	A	$27.69	88,801	D
Common Stock	02/21/2012		M		4,553	A	$21.96	93,354	D
Common Stock	02/21/2012		M		35,447	A	$21.96	128,801	D
Common Stock	02/21/2012		M		5,605	A	$17.84	134,406	D
Common Stock	02/21/2012		M		44,395	A	$17.84	178,801	D
Common Stock	02/21/2012		M		5,624	A	$17.78	184,425	D
Common Stock	02/21/2012		M		20,173	A	$17.78	204,598	D
Common Stock	02/21/2012		F		27,344	D	$35.0662	177,254	D
Common Stock	02/21/2012		F		92,962	D	$35.0662	84,292	D
Common Stock	02/21/2012		S		33,421	D	$35.13⁽¹⁾	50,871	D
Common Stock	02/22/2012		M		24,203	A	$17.78	75,074	D
Common Stock	02/22/2012		M		6,857	A	$9.57	81,931	D
Common Stock	02/22/2012		F		14,169	D	$35.0018	67,762	D
Common Stock	02/22/2012		F		7,601	D	$35.0018	60,161	D
Common Stock	02/22/2012		M		14,889	A	$11.05	75,050	D
Common Stock	02/22/2012		F		4,694	D	$35.05	70,356	D
Common Stock	02/22/2012		F		4,588	D	$35.05	65,768	D
Common Stock	02/22/2012		S		14,897	D	$35.06⁽²⁾	50,871	D
Common Stock								2,435	I	By 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$21.03	02/21/2012		M			2,930	08/07/2003	08/07/2013	Common Stock	2,930	$0	0	D
Stock Option (Right to Buy)	$27.69	02/21/2012		M			3,611	08/04/2004	08/04/2014	Common Stock	3,611	$0	0	D
Stock Option (Right to Buy)	$27.69	02/21/2012		M			31,389	08/04/2004	08/04/2014	Common Stock	31,389	$0	0	D
Stock Option (Right to Buy)	$21.96	02/21/2012		M			4,553	08/03/2005	08/03/2015	Common Stock	4,553	$0	0	D
Stock Option (Right to Buy)	$21.96	02/21/2012		M			35,447	08/03/2005	08/03/2015	Common Stock	35,447	$0	0	D
Stock Option (Right to Buy)	$17.84	02/21/2012		M			5,605	08/02/2006	08/02/2016	Common Stock	5,605	$0	0	D
Stock Option (Right to Buy)	$17.84	02/21/2012		M			44,395	08/02/2006	08/02/2016	Common Stock	44,395	$0	0	D
Stock Option (Right to Buy)	$17.78	02/21/2012		M			5,624	08/08/2007	08/08/2017	Common Stock	5,624	$0	0	D
Stock Option (Right to Buy)	$17.78	02/21/2012		M			20,173	08/08/2007	08/08/2017	Common Stock	20,173	$0	24,203	D
Stock Option (Right to Buy)	$17.78	02/22/2012		M			24,203	08/08/2007	08/08/2017	Common Stock	24,203	$0	0	D
Stock Option (Right to Buy)	$9.57	02/22/2012		M			6,857	08/08/2008	08/08/2018	Common Stock	6,857	$0	45,543	D
Stock-Settled Appreciation Rights	$11.05	02/22/2012		M			14,889	⁽³⁾	06/01/2015	Common Stock	14,889	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.06 to $35.44 inclusive. The reporting person undertakes to provide Arctic Cat Inc., any security holder of Arctic Cat Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.06 to $35.07 inclusive. The reporting person undertakes to provide Arctic Cat Inc., any security holder of Arctic Cat Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The Right may be exercised after the Company's Common Stock trades at a market price of $2.00 more than the exercise price of the Stock Settled Appreciation Rights ("SSAR") for 30 of the preceeding 40 trading days; provided the Right may not be exercised prior to March 31, 2011.

Remarks:

	/s/ Timothy C. Delmore	02/22/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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