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^*

Fisher Paul

(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)
	Vice President - Operations

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2014

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	06/02/2014		A		2,500⁽¹⁾	A	$0	13,395⁽²⁾	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)
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)	$15.77							⁽³⁾	04/01/2021	Common Stock	11,191		11,191	D
Stock Option (Right to Buy)	$43.79							⁽⁴⁾	04/02/2022	Common Stock	4,995		4,995	D
Stock Option (Right to Buy)	$42.99							⁽⁵⁾	04/01/2023	Common Stock	5,321		5,321	D
Stock Option (Right to Buy)	$47.52							⁽⁶⁾	04/01/2024	Common Stock	5,129		5,129	D

Explanation of Responses:

1. Represents restricted stock units ("RSU") that vest in two equal installments of 50% of the RSUs on March 31, 2015 and 50% of the RSUs on March 31, 2016. Each RSU represents a contingent right to receive one share of the Company's common stock.

2. Includes (i) 473 shares of restricted stock units that vest 236 shares on 4/1/15 and 237 shares on 4/1/16; (ii) 683 shares of restricted stock units that vest 228 shares on 4/1/15, 227 shares on 4/1/16, and 228 shares on 4/1/17; and (iii) 2,500 shares of restricted stock units that vest 1,250 shares on 3/31/15 and 3/31/16.

3. Fully exercisable.

4. Vests in three equal annual installments beginning April 2, 2013.

5. Vests in three equal annual installments beginning April 1, 2014.

6. Vests in three equal annual installments beginning April 1, 2015.

Remarks:

	/s/ John R. Houston as Attorney-in-Fact for Paul Fisher pursuant to Power of Attorney previously filed.	06/04/2014
	** 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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