SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
POLARIS INC.
|
||
(Name of Issuer)
Common stock, $0.01 par value
|
||
(Title of Class of Securities)
731068102
|
||
(CUSIP Number)
|
||
December 31, 2021
|
||
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 731068102
|
13G
|
1
|
Names of Reporting Persons
Polaris Industries Inc. Employee Stock Ownership Plan
|
|
2
|
Check the Appropriate Box if a Member of a Group*
(See Instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Minnesota
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
2,998,705.49
|
|
7
|
Sole Dispositive Power
0
|
|
8
|
Shared Dispositive Power
2,998,705.49
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,998,705.49
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares* ☐
|
|
11
|
Percent of Class Represented by Amount in Row 9
5.0%
|
|
12
|
Type of Reporting Person (See Instructions)
EP
|
Item 1. | ||
(a) | Name of Issuer: | |
Polaris Inc. | ||
(b) | Address of Issuer's Principal Executive Offices: | |
2100 Highway 55 |
||
Medina, MN 55340 | ||
Item 2. | ||
(a)
|
Name of Person Filing:
|
|
Polaris Industries Inc. Employee Stock Ownership Plan (“ESOP”)1
|
||
(b)
|
Address of Principal Business Office or, if none, Residence:
|
|
c/o Polaris Industries Inc. Employee Stock Ownership Plan Committee
2100 Highway 55
Medina, MN 55340
|
||
(c)
|
Citizenship:
|
|
Minnesota
|
||
(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $0.01 per share
|
||
(e)
|
CUSIP Number:
|
|
731068102
|
Item 3. |
If this statement is filed pursuant to §§ 240.13d‑1(b), or §§ 240.13d‑2(b) or (c), check whether the person filing is a:
|
(a) | ☐ | Broker or dealer registered under section 15 of the Act. |
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act. |
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act. |
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940. |
(e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
(f) | ☒ | An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F). |
(g) | ☐ | A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G). |
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. |
(j) | ☐ | A non-U.S. institution in accordance with § 240.13d‑1(b)(1)(ii)(J). |
(k) | ☐ | Group, in accordance with § 240.13d‑1(b)(1)(ii)(K). |
(a)
|
Amount beneficially owned: 2,998,705.49 | |
(b)
|
Percent of class: 5.0% | |
(c)
|
Number of shares as to which such person has: |
(i)
|
Sole power to vote or to direct the vote: None
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,998,705.49
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: None
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 2,998,705.49
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
The participants in and beneficiaries of the ESOP have the right to receive dividends from and the proceeds from the sale of the shares of Polaris common stock
reported on this Schedule. No person has such a right with respect to more than 5% of Polaris’ outstanding common stock.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
|
Item 10.
|
Certifications.
|
POLARIS INDUSTRIES INC. EMPLOYEE STOCK | |||
OWNERSHIP PLAN | |||
By: Polaris Industries Inc. Employee Stock Ownership | |||
Plan Committee, as Plan Administrator | |||
By:
|
/s/ Gary E. Hendrickson | ||
Gary E. Hendrickson | |||
Committee Chairman | |||