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HARLEY-DAVIDSON, INC. Director's Dealing 2015

May 7, 2015

31265_dirs_2015-05-06_480513aa-c5a7-451d-b34a-31634e54da6a.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: Kennedy Michael W (VP & Mg. Dir., North America)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 440.0000 Direct
Common Stock 7165.8216 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Deferred Restricted Stock Unit $0.0000 Common Stock (1319.0000) Direct
Restricted Stock Units $0.0000 Common Stock (2535.0000) Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (3949.0000) Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (4684.0000) Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (4223.0000) Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (4655.0000) Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (5007.0000) Direct

Footnotes

F1: The restricted stock granted 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.

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

F3: Deferred restricted stock units were deferred pursuant to the Harley-Davidson, Inc. Management Deferred Compensation Plan. Each such unit represents a contingent right to receive one share of stock upon Separation from Service in accordance with the Harley-Davidson, Inc. Management Deferred Compensation Plan . One third of the units granted on 2/3/2013 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F4: 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.

F5: All options are currently exercisable.

F6: 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.

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.