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

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2014-02-04

Reporting Person: Jones Paul J (VP, General Counsel & Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	F	453.0000	$62.3300	Disposed	1952.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-04	Restricted Stock Units	$0.0000	A	4059.0000	Acquired		Common Stock (4059.0000)	Direct
2014-02-04	Stock Option (right to buy)	$62.3300	A	12989.0000	Acquired	2024-02-04	Common Stock (12989.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	5411.0000	Direct
Common Stock	844.4112	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (11536.0000)	11536.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (11039.0000)	11039.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (6788.0000)	6788.0000	Direct
Stock Option (right to buy)	$24.0100	2020-08-26	Common Stock (30000.0000)	30000.0000	Direct

Footnotes

F1: The restricted stock granted 2/9/11, 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 2/4/2014, 1,201 shares of restricted stock vested. 453 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 748 shares are now reflected as common stock.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F3: 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.

F4: 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.

F5: All options are currently exercisable.