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HARLEY-DAVIDSON, INC. Director's Dealing 2012

May 1, 2012

31265_dirs_2012-05-01_45770524-fef7-4106-92ff-04a8e81b9e7f.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: LEVATICH MATTHEW S (President & COO of HDMC)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-27 Common Stock M 3314.0000 $40.7200 Acquired 19638.0000 Direct
2012-04-27 Common Stock S 3314.0000 $52.8400 Disposed 16324.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-27 Stock Option (right to buy) $40.7200 M 3314.0000 Disposed 2013-02-12 Common Stock (3314.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 42159.0000 Direct
Common Stock 15920.4693 Indirect
Common Stock 10.1459 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (32198.0000) 32198.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (26247.0000) 26247.0000 Direct
Stock Option (right to buy) $52.4500 2014-02-10 Common Stock (8883.0000) 8883.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (42559.0000) 42559.0000 Direct
Stock Option (right to buy) $12.3000 2019-02-12 Common Stock (30801.0000) 30801.0000 Direct
Stock Option (right to buy) $52.1000 2012-02-13 Common Stock (2490.0000) 2490.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (19447.0000) 19447.0000 Direct
Stock Option (right to buy) $51.4600 2016-02-14 Common Stock (5356.0000) 5356.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (9149.0000) 9149.0000 Direct
Stock Option (right to buy) $61.2000 2015-02-15 Common Stock (5957.0000) 5957.0000 Direct
Stock Option (right to buy) $21.5200 2019-05-01 Common Stock (58076.0000) 58076.0000 Direct

Footnotes

F1: The restricted stock granted 2/10/10, 2/9/11 & 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 the shares are subject to forfeiture until vested.

F2: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F3: All options are currently exercisable.

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: 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.

F7: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F8: 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.

F9: 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.