HARLEY-DAVIDSON, INC. — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2015-02-13

Reporting Person: BAKER JOHN P (GM, Corp Strat,Bus Dev & Susta)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	S	546.0000	$63.9000	Disposed	0.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	807.0000	Direct
Common Stock	10649.5943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0000		Common Stock (3941.0000)	3941.0000	Direct
Stock Option (right to buy)	$63.4900	2025-02-03	Common Stock (3864.0000)	3864.0000	Direct
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (3873.0000)	3873.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (3662.0000)	3662.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (3978.0000)	3978.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (951.0000)	951.0000	Direct

Footnotes

F1: The restricted stock granted 2/6/13 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: 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.

F3: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F4: 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.

F5: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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: All options are currently exercisable.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.