Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Nee William J	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) Vice President Human Resources
(Last)          (First)          (Middle) 505 HIGHWAY 169 NORTH, SUITE 1000	3. Date of Earliest Transaction (MM/DD/YYYY) 5/14/2015
(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	5/14/2015		A		960	A	$31.51	14695   (1)	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)	$15.77							(2)	4/1/2021	Common Stock	5295		5295	D
Stock Option (Right to Buy)	$43.79							(2)	4/2/2022	Common Stock	4639		4639	D
Stock Option (Right to Buy)	$42.99							(3)	4/1/2023	Common Stock	5233		5233	D
Stock Option (Right to Buy)	$47.52							(4)	4/1/2024	Common Stock	4734		4734	D
Stock Option (Right to Buy)	$31.51	5/14/2015		A		7200		(5)	5/14/2025	Common Stock	7200	$0	7200	D

Explanation of Responses:
( 1)	Includes (i) 233 shares of restricted stock units that vest on 4/1/16; (ii) 421shares of restricted stock units that vest 211 shares on 4/1/16 and 210 shares on 4/1/17; (iii) 1,250 shares of restricted stock units that vest on 3/31/16; and (iv) 960 shares of restricted stock units that vest 320 shares on each of 5/14/16, 5/14/17 and 5/14/18. Also includes 631 previously reported shares of restricted stock units (attributable to the 4/1/14 grant) that have a deferred delivery date of 1/1/19.
( 2)	Fully exercisable.
( 3)	Vests in three equal annual installments beginning on 4/1/14.
( 4)	Vests in three equal annual installments beginning on 4/1/15.
( 5)	Vests in three equal annual installments beginning on 5/14/16.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nee William J 505 HIGHWAY 169 NORTH SUITE 1000 PLYMOUTH, MN 55441			Vice President Human Resources

Signatures
/s/ John R. Houston as Attorney-in-Fact for William J. Nee pursuant to Power of Attorney previously filed.		5/18/2015
** 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.
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