HARLEY-DAVIDSON, INC. — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2014-02-06

Reporting Person: BISCHMANN JOANNE M (Vice President, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	G	350.0000	—	Disposed	1565.0000	Direct
2014-02-06	Common Stock	M	1696.0000	$51.7800	Acquired	4351.0000	Direct
2014-02-06	Common Stock	F	213.0000	$64.5200	Disposed	4138.0000	Direct
2014-02-06	Common Stock	S	2011.0000	$64.1700	Disposed	2127.0000	Direct
2014-02-07	Common Stock	F	194.0000	$64.9800	Disposed	1933.0000	Direct
2014-02-07	Common Stock	S	312.0000	$64.9900	Disposed	1621.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Stock Option (right to buy)	$51.7800	M	1696.0000	Disposed	2023-02-04	Common Stock (1696.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	1585.0000	Direct
Common Stock	6674.9701	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0000		Common Stock (1433.0000)	1433.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (4586.0000)	4586.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (5037.0000)	5037.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (3614.0000)	3614.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (5938.0000)	5938.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (13476.0000)	13476.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (6325.0000)	6325.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (6513.0000)	6513.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (11152.0000)	11152.0000	Direct

Footnotes

F1: On 2/4/2014, Ms. Bischmann gifted 350 shares of Harley-Davidson, Inc. common stock.

F2: On 2/6/2014, 525 shares of restricted stock vested and 213 shares were withheld to pay the tax withholding associated with the vesting. On 2/7/2014, 565 shares of restricted stock vested and 194 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 683 shares are now reflected as common stock.

F3: 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, 525 shares of restricted stock vested and 213 shares were withheld to pay the tax withholding associated with the vesting. On 2/7/2014, 565 shares of restricted stock vested and 194 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 683 shares are now reflected as common stock.

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: 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: All options are currently exercisable.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.