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^*

KARGES THOMAS R

(Last)

(First)

(Middle)

840 LILY LANE

(Street)

GRAND RAPIDS

55744

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASV INC /MN/ [ ASVI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer, Secy

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2008

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	01/31/2008		M		15,000	A	$6.125	119,556	D
Common Stock	01/31/2008		M		16,000	A	$5.455	135,556	D
Common Stock	01/31/2008		M		15,000	A	$4.415	150,556	D
Common Stock								11,048	I	Held in 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)
Incentive Stock Option	$6.125	01/31/2008		M			15,000	02/01/2002⁽¹⁾	02/01/2008	Common Stock	15,000	$0.00	0	D
Incentive Stock Option	$5.455	01/31/2008		M			16,000	02/26/2003⁽¹⁾	02/26/2009	Common Stock	16,000	$0.00	0	D
Incentive Stock Option	$4.415	01/31/2008		M			15,000	01/31/2004⁽¹⁾	01/31/2010	Common Stock	15,000	$0.00	0	D
Non-Qualified Stock Option	$4.415							01/31/2004⁽¹⁾	01/31/2010	Common Stock	105,000		105,000	D
Incentive Stock Option	$16							02/06/2005⁽²⁾	02/06/2011	Common Stock	9,600		9,600	D
Non-Qualified Stock Option	$16							02/06/2005⁽²⁾	02/06/2011	Common Stock	10,400		10,400	D
Incentive Stock Option	$19.825							03/31/2006⁽²⁾	03/31/2012	Common Stock	4,680		4,680	D
Non-Qualified Stock Option	$19.825							03/31/2006⁽²⁾	03/31/2012	Common Stock	3,320		3,320	D
Non-Qualified Stock Option	$17.44							01/14/2008⁽²⁾	06/01/2012	Common Stock	12,643		12,643	D

Explanation of Responses:

1. Exercisable in 25% annual installments beginning one year after the date of issuance.

2. In connection with the announcement on January 14, 2008 by Terex Corp. that it will acquire 100% of the outstanding common shares of A.S.V., Inc. at $18.00 per share through a tender offer, all outstanding stock options fully vested and became exercisable in their entirety on that date, in accordance with the terms of the original option grant.

Remarks:

	Thomas R. Karges	01/31/2008
	** 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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