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HARLEY-DAVIDSON, INC. Director's Dealing 2015

May 7, 2015

31265_dirs_2015-05-06_974ea275-1308-49ba-aba6-0eed1751118b.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2015-05-01

Reporting Person: Lindley Robert N (VP & Mg. Dir., EMEA)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2114.0000 Indirect
Common Stock 2875.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (4003.0000) Direct
Stock Appreciation Right $41.3300 2021-02-09 Common Stock (7097.0000) Direct
Stock Appreciation Right $45.3200 2022-02-06 Common Stock (7485.0000) Direct
Stock Appreciation Right $51.7800 2023-02-04 Common Stock (7107.0000) Direct
Stock Appreciation Right $62.3300 2024-02-04 Common Stock (6383.0000) Direct
Stock Appreciation Right $63.4900 2025-02-03 Common Stock (6183.0000) Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan, other than the restricted stock units granted in2015 pursuant to the 2014 Harley-Davidson Incentive Stock Plan.

F2: 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.

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

F4: All stock appreciation rights are currently exercisable.

F5: Stock appreciation rights granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan become exercisable for one-third of the shares covered by the stock appreciation right on each of the first three anniversaries of the date of grant.

F6: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F7: Stock appreciation rights granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan shall become exercisable for one-third of the shares covered by the stock appreciation right on each of the first three anniversaries of the date of grant.