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HARLEY-DAVIDSON, INC. Director's Dealing 2015

Feb 10, 2015

31265_dirs_2015-02-09_29a6ece4-d5ec-485b-97f7-da8a6ad10861.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: 2015-02-05

Reporting Person: HUND LAWRENCE G (President-HDFS)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-05 Common Stock M 14435.0000 $45.3200 Acquired 21812.0000 Direct
2015-02-05 Common Stock S 21812.0000 $63.4100 Disposed 0.0000 Direct
2015-02-06 Common Stock F 702.0000 $64.2100 Disposed 1554.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-05 Stock Option (right to buy) $45.3200 M 14435.0000 Disposed 2022-02-06 Common Stock (14435.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 2193.0000 Direct
Common Stock 1619.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (10612.0000) 10612.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (20950.0000) 20950.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (21053.0000) 21053.0000 Direct
Stock Option (right to buy) $62.3300 2025-02-04 Common Stock (19509.0000) 19509.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (37610.0000) 37610.0000 Direct
Stock Option (right to buy) $18.9200 2019-07-17 Common Stock (40053.0000) 40053.0000 Direct

Footnotes

F1: On 2/6/2015, 2256 shares of restricted stock vested. 702 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1554 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, 2256 shares of restricted stock vested. 702 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1554 shares are now reflected as common stock.

F3: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F4: 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.

F5: 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.

F6: All options are currently exercisable.