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

Feb 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2015-02-09

Reporting Person: Jones Paul J (VP, General Counsel & Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-09	Common Stock	M	6788.0000	$41.3300	Acquired	9142.0000	Direct
2015-02-09	Common Stock	S	9142.0000	$64.2700	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-09	Stock Option (right to buy)	$41.3300	M	6788.0000	Disposed	2021-02-09	Common Stock (6788.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	1202.0000	Direct
Common Stock	1038.5399	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0000		Common Stock (7037.0000)	7037.0000	Direct
Stock Option (right to buy)	$63.4900	2025-02-03	Common Stock (13860.0000)	13860.0000	Direct
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (11536.0000)	11536.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (12989.0000)	12989.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (11039.0000)	11039.0000	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 the shares are subject to forfeiture until vested.

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

F3: All options are currently exercisable.

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 (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.

F5: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F6: 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.

F7: 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.