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^*

METZ CHRISTOPHER T

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2016

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	04/01/2016		A		20,908⁽¹⁾	A	$0	90,303⁽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 Appreciation Right	$14.16							⁽³⁾	02/05/2021	Common Stock	175,000		175,000	D
Stock Option (Right to Buy)	$32.93							⁽⁴⁾	12/03/2024	Common Stock	67,259		67,259	D
Stock Option (Right to Buy)	$32.93							⁽⁵⁾	12/03/2024	Common Stock	151,837		151,837	D
Stock Option (Right to Buy)	$16.74	04/01/2016		A		156,810		⁽⁶⁾	04/01/2026	Common Stock	156,810	$0	156,810	D

Explanation of Responses:

1. Represents 20,908 restricted stock units ("RSUs") underlying a long-term incentive award that vest as to 6,969 shares on 4/1/17, 6,970 shares on 4/1/18 and 6,969 shares on 4/1/19. Each RSU represents a contingent right to receive one share of Arctic Cat Inc. common stock.

2. Includes (i) 46,467 restricted stock units that vest 23,233 shares on 12/3/16 and 23,234 shares on 12/3/17; and (ii) 20,908 restricted stock units that vest as to 6,969 shares on 4/1/17, 6,970 shares on 4/1/18 and 6,969 shares on 4/1/19.

3. Vests as to 58,333 shares on 2/5/17, 58,334 shares on 2/5/18, and 58,333 shares on 2/5/19. The vested portion of the stock appreciation rights will settle in cash on such vesting dates.

4. Vests as to 22,419 shares on 12/3/15, 22,420 shares on 12/3/16, and 22,420 shares on 12/3/17.

5. Vests as to 50,612 shares on 12/3/15, 50,612 shares on 12/3/16, and 50,613 shares on 12/3/17.

6. Vests as to 52,270 shares on each of 4/1/17, 4/1/18 and 4/1/19.

Remarks:

	/s/ John R. Houston as Attorney-in-Fact for Christopher T. Metz pursuant to Power of Attorney previously filed.	04/04/2016
	** 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).
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