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

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-02-13

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	F	2631.0000	$46.4700	Disposed	13775.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	20003.0000	Direct
Common Stock	1505.4248	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (20194.0000)	20194.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (13059.0000)	13059.0000	Direct
Stock Option (right to buy)	$52.4500	2014-02-10	Common Stock (11104.0000)	11104.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (44465.0000)	44465.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (22587.0000)	22587.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (28760.0000)	28760.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (5793.0000)	5793.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (6111.0000)	6111.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (7081.0000)	7081.0000	Direct
Stock Option (right to buy)	$42.7650	2013-05-19	Common Stock (5000.0000)	5000.0000	Direct
Stock Option (right to buy)	$28.5400	2019-10-19	Common Stock (30000.0000)	30000.0000	Direct

Footnotes

F1: On 2/13/2012, 7691 shares of restricted stock vested. 2631 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5060 shares are now reflected as common stock.

F2: 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 vested on 2/13/2012. 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. On 2/13/2012, 7691 shares of restricted stock vested. 2631 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5060 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: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F6: All options are currently exercisable.

F7: 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.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F9: 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.

F10: 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.