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HARLEY-DAVIDSON, INC. Director's Dealing 2012

Feb 13, 2012

31265_dirs_2012-02-13_ec99907e-e3b2-4af2-a046-b99c30c86a40.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: 2012-02-09

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-09 Common Stock F 784.0000 $46.5600 Disposed 8288.0000 Direct
2012-02-10 Common Stock F 1233.0000 $46.0900 Disposed 10973.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 25854.0000 Direct
Common Stock 1619.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (21653.0000) 21653.0000 Direct
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 2/9/2012, 2298 shares of restricted stock vested. 784 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1514 shares are now reflected as common stock.

F2: On 2/10/2012, 3918 shares of restricted stock vested. 1233 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 2685 shares are now reflected as common stock.

F3: 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 2/6/12, 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 2/9/2012, 2298 shares of restricted stock vested. 784 shares were withheld to pay the tax withholding associated with the vesting. On 2/10/2012, 3918 shares of restricted stock vested. 1233 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 4199 shares are now reflected as common stock.

F4: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F5: 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.

F6: 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.