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HARLEY-DAVIDSON, INC. Director's Dealing 2012

Feb 8, 2012

31265_dirs_2012-02-08_0164229e-795f-4eca-b57f-8d4e5d524597.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: 2012-02-06

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-06 Common Stock (restricted stock) A 34385.0000 $0.0000 Acquired 200970.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-06 Stock Option (right to buy) $45.3200 A 110032.0000 Acquired 2022-02-06 Common Stock (110032.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 37054.0000 Direct
Common Stock 554.0829 Indirect
Common Stock 500.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F2: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. 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. The restricted stock granted on 5/01/09 vests at the rate of 33-1/3% per year beginning on 4/30/11.

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: 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.