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HARLEY-DAVIDSON, INC. Director's Dealing 2015

Mar 2, 2015

31265_dirs_2015-03-02_885f1f76-7378-4585-bd78-adcab0e865a1.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: 2015-02-26

Reporting Person: CALAWAY TONIT M (VP, Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-26 Common Stock M 4309.0000 $45.3200 Acquired 4309.0000 Direct
2015-02-26 Common Stock M 3500.0000 $51.7800 Acquired 7809.0000 Direct
2015-02-26 Common Stock S 7809.0000 $63.6800 Disposed 0.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-26 Stock Option (right to buy) $51.7800 M 3500.0000 Disposed 2023-02-04 Common Stock (3500.0000) Direct
2015-02-26 Stock Option (right to buy) $45.3200 M 4309.0000 Disposed 2022-02-06 Common Stock (4309.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 1112.0000 Direct
Common Stock 3643.1534 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (6214.0000) 6214.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (12399.0000) 12399.0000 Direct
Stock Option (right to buy) $62.3300 2025-02-04 Common Stock (11226.0000) 11226.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (152.0000) 152.0000 Direct
Stock Option (right to buy) $51.4600 2016-02-14 Common Stock (1024.0000) 1024.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (3198.0000) 3198.0000 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: 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.

F4: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F5: All options are currently exercisable.

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 (granted pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 (granted pursuant to the 2014 Incentive Stock Plan) 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.