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HARLEY-DAVIDSON, INC. Director's Dealing 2015

Aug 19, 2015

31265_dirs_2015-08-18_80be9f8f-b1a5-472f-b19f-9c868ef66ff0.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: 2015-08-17

Reporting Person: RICHER MARK HANS (SVP, Chief Mktg Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-08-17 Common Stock M 10000.0000 $12.3000 Acquired 30498.0000 Direct
2015-08-17 Common Stock S 10000.0000 $59.3199 Disposed 20498.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-08-17 Stock Option (right to buy) $12.3000 M 10000.0000 Disposed 2019-02-12 Common Stock (10000.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 835.0000 Direct
Common Stock 1678.6027 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (4055.0000) 4055.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (8014.0000) 8014.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (8013.0000) 8013.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (7444.0000) 7444.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (8779.0000) 8779.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (10323.0000) 10323.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (16213.0000) 16213.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-03 Common Stock (37842.0000) 37842.0000 Direct
Stock Option (right to buy) $57.8100 2017-08-01 Common Stock (10000.0000) 10000.0000 Direct

Footnotes

F1: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $59.31 to $59.36 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. These shares of restricted stock vest on 2/4/16 and the shares 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 or the Harley-Davidson, Inc. 2014 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 and 2/3/2015 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F7: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F8: Options granted pursuant to the Harley-Davidson, Inc. 2014 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.

F9: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F10: 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.