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HARLEY-DAVIDSON, INC. Director's Dealing 2014

Feb 11, 2014

31265_dirs_2014-02-10_477f0819-525a-4a9a-b153-143c4b485723.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: 2014-02-06

Reporting Person: BAKER JOHN P (GM, Corp Strat,Bus Dev & Susta)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-06 Common Stock F 324.0000 $64.5200 Disposed 1458.0000 Direct
2014-02-07 Common Stock F 162.0000 $64.9800 Disposed 1296.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 2443.0000 Direct
Common Stock 1610.2755 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (2289.0000) 2289.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (3873.0000) 3873.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (3662.0000) 3662.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (3978.0000) 3978.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (2271.0000) 2271.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (951.0000) 951.0000 Direct
Stock Option (right to buy) $61.2000 2015-02-15 Common Stock (1102.0000) 1102.0000 Direct

Footnotes

F1: On 2/6/2014, 829 shares of restricted stock vested and 324 shares were withheld to pay the tax withholding associated with the vesting. On 2/7/2014, 473 shares of restricted stock vested and 162 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 816 shares are now reflected as common stock.

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. On 2/6/2014, 829 shares of restricted stock vested and 324 shares were withheld to pay the tax withholding associated with the vesting. On 2/7/2014, 473 shares of restricted stock vested and 162 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 816 shares are now reflected as common stock.

F3: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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.

F6: All options are currently exercisable.

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