UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549

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. 2)*       POLARIS INDUSTRIES INC.

(Name of Issuer)   Common stock, $0.01 par value

(Title of Class of Securities)   731068102

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of This Statement)

 

	x Rule 13d-1(b)
	o Rule 13d-1(c)
	o Rule 13d-1(d)

 

 

 

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*                             (a)  o   (See Instructions)                                       (b)  o
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   3,847,081
		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   3,847,081
9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,847,081
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares*                                                                                    o
11	Percent of Class Represented by Amount in Row 9   5.9%
12	Type of Reporting Person (See Instructions)   EP

 

 

 

	(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)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

 

 

___________________________

1 The Trustee of the Polaris Industries Inc. Employee Stock Ownership Plan is Fidelity Management Trust Company. The ESOP allows plan participants to direct voting of shares allocated to their plan accounts, and all shares held by the ESOP and reported on this Schedule are allocated to plan participant accounts. Under the ESOP as in effect on December 31, 2015 and the applicable trust agreement, the Trustee is to vote shares with respect to which no voting instructions are received from plan participants in accordance with directions received from the Polaris Industries Inc. Employee Stock Ownership Plan Committee (the “ESOP Committee”). The ESOP also specifies that all investments of plan assets in Polaris common stock are to be made by the Trustee only upon direction of the ESOP Committee. Although the Trustee may theoretically be deemed to share, at least temporarily, voting and dispositive power as to all shares reported on this Schedule, the Trustee disclaims beneficial ownership of the shares held by it in its capacity as Trustee of the ESOP.

 

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

x

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________________________

	(a)		Amount beneficially owned:      3,847,081
	(b)		Percent of class:      5.9%
	(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:       3,847,081
		(iii)	Sole power to dispose or to direct the disposition of:       None
		(iv)	Shared power to dispose or to direct the disposition of:         3,847,081

 

Item 5.

Ownership of Five Percent or Less of a Class.

---

 

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.