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HARLEY-DAVIDSON, INC. Director's Dealing 2012

May 3, 2012

31265_dirs_2012-05-03_36f166d2-0dae-4f54-a52c-10d51e41696a.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: 2012-05-01

Reporting Person: WANDELL KEITH E (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-01 Common Stock F 19567.0000 $53.3100 Disposed 82213.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 123905.0000 Direct
Common Stock 795.3436 Indirect
Common Stock 500.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (110032.0000) 110032.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (119545.0000) 119545.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (195308.0000) 195308.0000 Direct
Stock Option (right to buy) $21.5200 2019-05-01 Common Stock (227102.0000) 227102.0000 Direct

Footnotes

F1: On May 1, 2012, 44,269 shares of restricted stock vested, 19,567 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 24,702 shares are now reflected as common stock.

F2: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. The restricted stock granted on 5/01/09 vests at the rate of 33-1/3% per year beginning on 4/30/11. 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 the shares are subject to forfeiture until vested. On May 1, 2012, 44,269 shares of restricted stock vested, 19,567 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 24,702 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.

F5: 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.