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HARLEY-DAVIDSON, INC. Director's Dealing 2014

May 2, 2014

31265_dirs_2014-05-01_c3b32085-66d8-4df0-8912-d6fed206cf40.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: 2014-04-29

Reporting Person: WANDELL KEITH E (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-29 Common Stock M 45308.0000 $22.6300 Acquired 169316.0000 Direct
2014-04-29 Common Stock S 45308.0000 $73.4500 Disposed 124008.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-29 Stock Option (right to buy) $22.6300 M 45308.0000 Disposed 2020-02-10 Common Stock (45308.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 34908.0000 Direct
Common Stock 1210.0794 Indirect
Common Stock 500.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (30483.0000) 30483.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (112538.0000) 112538.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (97545.0000) 97545.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (110032.0000) 110032.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (119545.0000) 119545.0000 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: 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.

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.