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HARLEY-DAVIDSON, INC. Director's Dealing 2012

May 1, 2012

31265_dirs_2012-05-01_414366c4-e3f6-4cee-b36f-9028a02d7421.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: 2012-04-27

Reporting Person: BISCHMANN JOANNE M (Vice President, Communications)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-27 Common Stock M 6000.0000 $39.0400 Acquired 11203.0000 Direct
2012-04-27 Common Stock M 5405.0000 $40.7200 Acquired 16608.0000 Direct
2012-04-27 Common Stock M 2875.0000 $22.6300 Acquired 19483.0000 Direct
2012-04-27 Common Stock M 1806.0000 $41.3300 Acquired 21289.0000 Direct
2012-04-27 Common Stock S 16086.0000 $53.0200 Disposed 5203.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-27 Stock Option (right to buy) $41.3300 M 1806.0000 Disposed 2021-02-09 Common Stock (1806.0000) Direct
2012-04-27 Stock Option (right to buy) $22.6300 M 2875.0000 Disposed 2020-02-10 Common Stock (2875.0000) Direct
2012-04-27 Stock Option (right to buy) $40.7200 M 5405.0000 Disposed 2013-02-12 Common Stock (5405.0000) Direct
2012-04-27 Stock Option (right to buy) $39.0400 M 6000.0000 Disposed 2018-02-13 Common Stock (6000.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 10736.0000 Direct
Common Stock 6377.3444 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (5037.0000) 5037.0000 Direct
Stock Option (right to buy) $52.4500 2014-02-10 Common Stock (17457.0000) 17457.0000 Direct
Stock Option (right to buy) $12.3000 2019-02-12 Common Stock (13476.0000) 13476.0000 Direct
Stock Option (right to buy) $52.0950 2012-02-13 Common Stock (16096.0000) 16096.0000 Direct
Stock Option (right to buy) $51.4600 2016-02-14 Common Stock (6325.0000) 6325.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (6513.0000) 6513.0000 Direct
Stock Option (right to buy) $61.2000 2015-02-15 Common Stock (11152.0000) 11152.0000 Direct

Footnotes

F1: The restricted stock granted 2/10/10, 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 are subject to forfeiture until vested.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F5: All options are currently exercisable.

F6: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F7: 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.