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HARLEY-DAVIDSON, INC. Director's Dealing 2015

Feb 10, 2015

31265_dirs_2015-02-09_792f9ec6-852b-4733-8b45-5a0da063bd28.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: 2015-02-06

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-06 Common Stock F 403.0000 $64.2100 Disposed 2354.0000 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
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (6788.0000) 6788.0000 Direct

Footnotes

F1: On 2/6/2015, 1150 shares of restricted stock vested. 403 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 747 shares are now reflected as common stock.

F2: The restricted stock granted 2/6/12 and 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. On 2/6/2015, 1150 shares of restricted stock vested. 403 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 747 shares are now reflected as common stock.

F3: 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.

F4: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F5: 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.

F6: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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.

F8: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F9: All options are currently exercisable.