HARLEY-DAVIDSON, INC. — Director's Dealing 2010

Apr 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2010-04-21

Reporting Person: FLICKINGER JON R (President & COO Buell)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-21	Common Stock	M	4620	$12.3	Acquired	7578	Direct
2010-04-21	Common Stock	S	4620	$34.41	Disposed	2958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-21	Stock Option (right to buy)	$12.3	M	4620	Disposed	2019-02-12	Common Stock (4620)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	17334	Direct
Common Stock	13749.15	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$44.41	2011-02-07	Common Stock (17429)	17429	Direct
Stock Option (right to buy)	$52.095	2012-02-12	Common Stock (15422)	15422	Direct
Stock Option (right to buy)	$40.72	2013-02-11	Common Stock (20519)	20519	Direct
Stock Option (right to buy)	$52.45	2014-02-09	Common Stock (16408)	16408	Direct
Stock Option (right to buy)	$61.2	2015-02-15	Common Stock (11522)	11522	Direct
Stock Option (right to buy)	$51.46	2016-02-14	Common Stock (9359)	9359	Direct
Stock Option (right to buy)	$68.91	2017-02-14	Common Stock (9872)	9872	Direct
Stock Option (right to buy)	$39.04	2018-02-13	Common Stock (13719)	13719	Direct
Stock Option (right to buy)	$22.63	2020-02-10	Common Stock (13479)	13479	Direct

Footnotes

F1: On 2/14/2010, 2,728 shares of restricted stock vested. 1,103 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,625 shares are now reflected as common stock.

F2: Restricted stock granted 2007-2009 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/14/07 and 2/13/08 are subject to forfeiture until completion of a four year vesting period, except that 50% of the shares may vest after two years based on performance. The shares of restricted stock granted on 2/12/09 are subject to forfeiture until completion of a four-year vesting period. The restricted stock granted 2/10/10 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock vest on each of the first three anniversaries of the date of grant and the shares are subject to forfeiture until vested. On 2/14/2010, 2,728 shares of restricted stock vested. 1,103 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,625 shares are now reflected as common stock.

F3: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F4: Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

F5: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F6: All options are currently exercisable.

F7: Options granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan shall become exercisable for 25% of the shares covered by the Option on each of the first four anniversaries of the date of grant.

F8: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F9: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan shall become exercisable for one-third of the shares covered by the option on each of the first three anniversaries of the date of grant.