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 *

Williamson Greg
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 Marketing Officer
(Last)          (First)          (Middle)

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

4/13/2016
(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   4/13/2016     F    910   (1) D $16.34   26441   (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)   $35.68                      (3) 4/13/2025   Common Stock   17516     17516   D  
 
Stock Option (Right to Buy)   $31.51                      (4) 5/14/2025   Common Stock   12198     12198   D  
 
Stock Option (Right to Buy)   $16.74                      (5) 4/1/2026   Common Stock   21281     21281   D  
 

Explanation of Responses:
( 1)  The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock unit grant by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grant.
( 2)  Includes (i) 4,671 restricted stock units that vest 2,336 shares on 4/13/17 and 2,335 shares on 4/13/18; (ii) 1,626 restricted stock units that vest 542 shares on each of 5/14/16, 5/14/17 and 5/14/18; (iii) 13,082 restricted stock units that vest 4,361 shares on 2/5/17, 4,360 shares on 2/5/18 and 4,361shares on 2/5/19; and (iv) 2,837 restricted stock units that vest as to 946 shares on 4/1/17, 945 shares on 4/1/18 and 946 shares on 4/1/19.
( 3)  5,839 shares vest on 4/13/16, 5,838 shares vest on 4/13/17 and 5,839 shares vest on 4/13/18.
( 4)  4,066 shares vest on each of 5/14/16, 5/14/17 and 5/14/18.
( 5)  7,094 shares vest on 4/1/17, 7,093 shares vest on 4/1/18 and 7,094 shares vest on 4/1/19.

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


Chief Marketing Officer

Signatures
/s/ John R. Houston as Attorney-in-Fact for Greg Williamson pursuant to Power of Attorney previously filed. 4/26/2016
** 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).
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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