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HARLEY-DAVIDSON, INC. Director's Dealing 2014

May 7, 2014

31265_dirs_2014-05-07_39d4c6f8-7e1e-4d6c-8163-82debed0cd36.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: 2014-05-05

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-05 Common Stock M 10000.0000 $12.3000 Acquired 35532.0000 Direct
2014-05-05 Common Stock M 7081.0000 $61.2000 Acquired 42613.0000 Direct
2014-05-05 Common Stock M 5793.0000 $51.4600 Acquired 48406.0000 Direct
2014-05-05 Common Stock S 22874.0000 $72.7300 Disposed 25532.0000 Direct
2014-05-06 Common Stock S 2500.0000 $73.0000 Disposed 23032.0000 Direct
2014-05-05 Common Stock J 1973.8684 $73.1500 Disposed 0.0000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-05 Stock Option (right to buy) $12.3000 M 10000.0000 Disposed 2019-02-12 Common Stock (10000.0000) Direct
2014-05-05 Stock Option (right to buy) $51.4600 M 5793.0000 Disposed 2016-02-14 Common Stock (5793.0000) Direct
2014-05-05 Stock Option (right to buy) $61.2000 M 7081.0000 Disposed 2015-02-15 Common Stock (7081.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 6860.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (7102.0000) 7102.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (22825.0000) 22825.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (22726.0000) 22726.0000 Direct
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) $22.6300 2020-02-10 Common Stock (44465.0000) 44465.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (28760.0000) 28760.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (6111.0000) 6111.0000 Direct
Stock Option (right to buy) $28.5400 2019-10-19 Common Stock (30000.0000) 30000.0000 Direct

Footnotes

F1: On 5/5/2014, Mr. Olin reallocated the funds in his 401(k) account.

F2: 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.

F3: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F4: All options are currently exercisable.

F5: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F6: 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.

F7: 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.