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HARLEY-DAVIDSON, INC. Director's Dealing 2011

Jul 19, 2011

31265_dirs_2011-07-19_9ea4d106-50b4-4ae8-8113-693c0d3ba9a5.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: 2011-07-15

Reporting Person: HUND LAWRENCE G (President and COO-HDFS)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-07-15 Common Stock F 1663.0000 $41.8400 Disposed 4136.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 29220.0000 Direct
Common Stock 1619.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (22066.0000) 22066.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (37610.0000) 37610.0000 Direct
Stock Option (right to buy) $18.9200 2019-07-17 Common Stock (40053.0000) 40053.0000 Direct

Footnotes

F1: On 7/17/2011, 5,285 shares of restricted stock vested. 1,663 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3,622 shares are now reflected as common stock.

F2: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock granted on 2/9/11 and 2/10/10 vest on each of the first three anniversaries of the date of grant and are subject to forfeiture until vested. The restricted stock granted 7/17/09 vests at the rate of 33-1/3% per year beginning on 7/17/11. On 7/17/11, 5,285 shares of restricted stock vested. 1,663 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3,622 shares are now reflected as common stock.

F3: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F4: Options 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.

F5: Options become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.