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

Apr 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2010-04-22

Reporting Person: MCCASLIN JAMES A (EVP Corporate Product Planning)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	M	23100	$12.3	Acquired	28874	Direct
2010-04-22	Common Stock	S	5774	$34.71	Disposed	23100	Direct
2010-04-22	Common Stock	S	23100	$34.21	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-22	Stock Option (right to buy)	$12.3	M	23100	Disposed	2019-02-12	Common Stock (23100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	63383	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$40.72	2013-02-11	Common Stock (42240)	42240	Direct
Stock Option (right to buy)	$52.45	2014-02-09	Common Stock (33777)	33777	Direct
Stock Option (right to buy)	$61.205	2015-02-15	Common Stock (21578)	21578	Direct
Stock Option (right to buy)	$51.46	2016-02-14	Common Stock (17569)	17569	Direct
Stock Option (right to buy)	$68.91	2017-02-14	Common Stock (23289)	23289	Direct
Stock Option (right to buy)	$39.04	2018-02-13	Common Stock (81331)	81331	Direct

Footnotes

F1: Restricted stock is 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. On 2/14/2010, 5,122 shares of restricted stock vested. 1,845 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3,277 shares are now reflected as common stock.

F2: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F3: 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.

F4: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F5: All options are currently exercisable.