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HARLEY-DAVIDSON, INC. Director's Dealing 2014

May 14, 2014

31265_dirs_2014-05-14_8097452c-367b-4030-ae33-e47d0f990063.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: 2014-05-12

Reporting Person: LEVATICH MATTHEW S (President & COO of HDMC)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-12 Common Stock M 14519.0000 $21.5200 Acquired 55046.0000 Direct
2014-05-12 Common Stock M 14187.0000 $22.6300 Acquired 69233.0000 Direct
2014-05-12 Common Stock M 7701.0000 $12.3000 Acquired 76934.0000 Direct
2014-05-12 Common Stock M 5957.0000 $61.2000 Acquired 82891.0000 Direct
2014-05-12 Common Stock M 5356.0000 $51.4600 Acquired 88247.0000 Direct
2014-05-12 Common Stock S 47720.0000 $73.1900 Disposed 40527.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-12 Stock Option (right to buy) $22.6300 M 14187.0000 Disposed 2020-02-10 Common Stock (14187.0000) Direct
2014-05-12 Stock Option (right to buy) $12.3000 M 7701.0000 Disposed 2019-02-12 Common Stock (7701.0000) Direct
2014-05-12 Stock Option (right to buy) $51.4600 M 5356.0000 Disposed 2016-02-14 Common Stock (5356.0000) Direct
2014-05-12 Stock Option (right to buy) $61.2000 M 5957.0000 Disposed 2015-02-15 Common Stock (5957.0000) Direct
2014-05-12 Stock Option (right to buy) $21.5200 M 14519.0000 Disposed 2019-05-01 Common Stock (14519.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 10556.0000 Direct
Common Stock 263.0932 Indirect
Common Stock 10.1459 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (10289.0000) 10289.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (34567.0000) 34567.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (32926.0000) 32926.0000 Direct
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) $39.0400 2018-02-13 Common Stock (19447.0000) 19447.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (9149.0000) 9149.0000 Direct

Footnotes

F1: The restricted stock granted 2/6/12 and 2/4/13 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: All options are currently exercisable.

F4: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F5: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F6: 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.