HARLEY-DAVIDSON, INC. — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-02-09

Reporting Person: CALAWAY TONIT M (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	F	233.0000	$46.5600	Disposed	1872.0000	Direct
2012-02-10	Common Stock	F	409.0000	$46.0900	Disposed	2568.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	10958.0000	Direct
Common Stock	1714.8914	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (10309.0000)	10309.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (5807.0000)	5807.0000	Direct
Stock Option (right to buy)	$52.4500	2014-02-10	Common Stock (591.0000)	591.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (17070.0000)	17070.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (5390.0000)	5390.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (4302.0000)	4302.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (1024.0000)	1024.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (3198.0000)	3198.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (876.0000)	876.0000	Direct

Footnotes

F1: On 2/9/2012, 605 shares of restricted stock vested. 233 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 372 shares are now reflected as common stock.

F2: On 2/10/2012, 1105 shares of restricted stock vested. 409 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 696 shares are now reflected as common stock.

F3: Restricted stock granted 2008 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/13/08 are subject to forfeiture until completion of a four year vesting period. The shares of restricted stock granted 2/10/10, 2/9/11 and 2/6/12 were 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 the shares are subject to forfeiture until vested. On 2/9/2012, 605 shares of restricted stock vested. 233 shares were withheld to pay the tax withholding associated with the vesting. On 2/10/2012, 1105 shares of restricted stock vested. 409 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1068 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 shall become exercisable for one-third of the shares covered by the option on each of the first three anniversaries from 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.