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 *

DUFF ANDREW S 		2. Issuer Name and Ticker or Trading Symbol

ARCTIC CAT INC [ ACAT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

8/3/2016
(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   8/3/2016     P    5000   A $14.89   (1) 8724   (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)   $19.90                      (3) 10/23/2025   Common Stock   2303     2303   D  
 
Stock Option (Right to Buy)   $16.74                      (4) 4/1/2026   Common Stock   5973     5973   D  
 

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.855 to $14.895 inclusive. The reporting person undertakes to provide Arctic Cat Inc., any security holder of Arctic Cat Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 2)  Includes (i) 1,036 restricted stock units that vest as to 345 shares on 10/23/16, 346 shares on 10/23/17 and 345 shares on 10/23/18; and (ii) 2,688 restricted stock units that vest 896 shares on each of 4/1/17, 4/1/18 and 4/1/19.
( 3)  Vests as to 768 shares on 10/23/16, 767 shares on 10/23/17 and 768 shares on10/23/18.
( 4)  Vests as to 1,991 shares on each of 4/1/17, 4/1/18 and 4/1/19.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUFF ANDREW S
505 HIGHWAY 169 NORTH
SUITE 1000
PLYMOUTH, MN 55441 		X



Signatures
/s/ John R. Houston as Attorney-in-Fact for Andrew S. Duff pursuant to Power of Attorney previously filed. 8/5/2016
** 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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