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HARLEY-DAVIDSON, INC. Director's Dealing 2015

May 22, 2015

31265_dirs_2015-05-22_bc20d76e-25b8-4c53-a709-8093b0699fa8.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: 2015-05-20

Reporting Person: ZEITZ JOCHEN (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-20 Common Stock G 1808.0000 $0.0000 Disposed 1178.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Post-2014 Share Unit $ Common Stock (2173.9130) 2173.9130 Direct
Share Units $ Common Stock (19004.6110) 19004.6110 Direct

Footnotes

F1: Amount differs from previously reported amount due to rounding.

F2: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

F3: 1-for-1

F4: Each Deferred Stock Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination as service as a director.

F5: Share units are payable in issuer's common stock following termination of service as a director & are subject to earlier payment pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended (share units payable in cash in limited circumstances according to the Plan)

F6: Includes shares of Common Stock acquired through automatic reinvestment of dividends.