HARLEY-DAVIDSON, INC. — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2011-02-09

Reporting Person: LEVATICH MATTHEW S (President & COO of HDMC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock (restricted stock)	A	8202.0000	—	Acquired	55878.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option (right to buy)	$41.3300	A	26247.0000	Acquired	2021-02-09	Common Stock (26247.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1348.0000	Direct
Common Stock	15325.9317	Indirect
Common Stock	10.1459	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$52.4500	2014-02-10	Common Stock (8883.0000)	8883.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (42559.0000)	42559.0000	Direct
Stock Option (right to buy)	$40.7200	2013-02-12	Common Stock (3314.0000)	3314.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (30801.0000)	30801.0000	Direct
Stock Option (right to buy)	$52.1000	2012-02-13	Common Stock (2490.0000)	2490.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (19447.0000)	19447.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (5356.0000)	5356.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (9149.0000)	9149.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (5957.0000)	5957.0000	Direct
Stock Option (right to buy)	$21.5200	2019-05-01	Common Stock (58076.0000)	58076.0000	Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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, 2/13/08 and 8/22/08 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 and 2/9/11 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.

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 of the date of grant.

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

F5: All options are currently exercisable.

F6: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and 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. 2004 Incentive Stock Plan.

F8: 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.

F9: Options granted pursuant to the Harley-Davidson, Inc. 2009 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.