HARLEY-DAVIDSON, INC. — Director's Dealing 2012

Aug 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-08-24

Reporting Person: Jones Paul J (VP, General Counsel & Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-24	Common Stock	F	1711.0000	$42.5500	Disposed	3289.0000	Direct
2012-08-27	Common Stock	S	3289.0000	$42.8900	Disposed	0.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	9864.0000	Direct
Common Stock	619.9317	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (11039.0000)	11039.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (6788.0000)	6788.0000	Direct
Stock Option (right to buy)	$24.0100	2020-08-26	Common Stock (40000.0000)	40000.0000	Direct

Footnotes

F1: On 8/24/2012, 5,000 shares of restricted stock vested. 1,711 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3,289 shares are now reflected as common stock.

F2: The restricted stock granted 8/26/10, 2/9/11 and 2/6/12 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 8/24/2012, 5,000 shares of restricted stock vested. 1,711 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3,289 shares are now reflected as common stock.

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

F4: 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.