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HARLEY-DAVIDSON, INC. Director's Dealing 2012

Feb 13, 2012

31265_dirs_2012-02-13_ef61088c-e17b-4830-a642-cd45cbb4cf86.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: LEVATICH MATTHEW S (President & COO of HDMC)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-09 Common Stock F 964.0000 $46.5600 Disposed 6692.0000 Direct
2012-02-10 Common Stock F 1517.0000 $46.0900 Disposed 9608.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 52367.0000 Direct
Common Stock 15733.4693 Indirect
Common Stock 10.1459 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (32198.0000) 32198.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (26247.0000) 26247.0000 Direct
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: On 2/9/2012, 2734 shares of restricted stock vested. 964 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1770 shares are now reflected as common stock.

F2: On 2/10/2012, 4433 shares of restricted stock vested. 1517 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 2916 shares are now reflected as common stock.

F3: Restricted stock granted 2007-2008 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/14/07 are subject to forfeiture until completion of a 5-year vesting period. The shares of restricted stock granted on 2/13/08 are subject to forfeiture until completion of a 4-year vesting period. The restricted stock granted 2/10/10, 2/9/11 & 2/6/12 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and 1/3 of the shares of restricted stock vest on each of the first 3 anniversaries of the date of grant and the shares are subject to forfeiture until vested. On 2/9/2012, 2734 shares of restricted stock vested. 964 shares were withheld to pay the tax withholding associated with the vesting. On 2/10/2012, 4433 shares of restricted stock vested. 1517 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 4686 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: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F7: All options are currently exercisable.

F8: 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.

F9: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F10: 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.

F11: 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.