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HARLEY-DAVIDSON, INC. Director's Dealing 2011

Feb 28, 2011

31265_dirs_2011-02-28_f345df2d-02ad-4396-90ca-f4255f8ace13.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2011-02-24

Reporting Person: CALAWAY TONIT M (VP, Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-24 Common Stock M 8534.0000 $22.6300 Acquired 10034.0000 Direct
2011-02-24 Common Stock M 5390.0000 $12.3000 Acquired 15424.0000 Direct
2011-02-24 Common Stock S 13924.0000 $40.8435 Disposed 1500.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-24 Stock Option (right to buy) $22.6300 M 8534.0000 Disposed 2020-02-10 Common Stock (8534.0000) Direct
2011-02-24 Stock Option (right to buy) $12.3000 M 5390.0000 Disposed 2019-02-12 Common Stock (5390.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 9445.0000 Direct
Common Stock 834.6500 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (5807.0000) 5807.0000 Direct
Stock Option (right to buy) $52.4500 2014-02-10 Common Stock (591.0000) 591.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (4302.0000) 4302.0000 Direct
Stock Option (right to buy) $51.4600 2016-02-14 Common Stock (1024.0000) 1024.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (3198.0000) 3198.0000 Direct
Stock Option (right to buy) $61.2000 2015-02-15 Common Stock (876.0000) 876.0000 Direct

Footnotes

F1: Restricted stock granted 2008-2009 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/13/08 and 2/12/09 are subject to forfeiture until completion of a four year vesting period. The shares of restricted stock granted 2/10/10 and 2/9/11 were 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.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F3: 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 from the date of grant.

F4: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F5: 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.

F6: 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.

F7: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F8: All options are currently exercisable.