FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

METZ CHRISTOPHER T
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)
Chief Executive Officer
(Last)          (First)          (Middle)

505 HIGHWAY 169 NORTH, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2014
(Street)

PLYMOUTH, MN 55441
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   12/3/2014     A    69701   (1) A $0   69701   (2) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $32.93   12/3/2014     A      67259         (3) 12/3/2024   Common Stock   67259   $0   67259   D  
 
Stock Option (Right to Buy)   $32.93   12/3/2014     A      151837         (4) 12/3/2024   Common Stock   151837   $0   151837   D  
 

Explanation of Responses:
( 1)  Represents 8,967 restricted stock units ("RSUs") underlying a long-term incentive award that vest in three equal annual installments beginning 12/3/2015, and 60,734 RSUs underlying an inducement equity award that vest as to 20,244 shares on 12/3/15, 20,245 shares on 12/3/16, and 20,245 shares on 12/3/17. Each RSU represents a contingent right to receive one share of the Company's common stock.
( 2)  Includes 69,701 RSUs that vest 23,233 shares on 12/3/15, 23,234 shares on 12/3/16, and 23,234 shares on 12/3/17.
( 3)  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.
( 4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
METZ CHRISTOPHER T
505 HIGHWAY 169 NORTH
SUITE 1000
PLYMOUTH, MN 55441


Chief Executive Officer

Signatures
/s/ John R. Houston as Attorney-in-Fact for Christopher T. Metz pursuant to Power of Attorney previously filed. 12/5/2014
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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