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

Feb 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2015-02-03

Reporting Person: WANDELL KEITH E (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	M	10161.0000	$0.0000	Acquired	145892.0000	Direct
2015-02-04	Common Stock	F	8545.0000	$62.7600	Disposed	137347.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Restricted Stock Units	$0.0000	A	31863.0000	Acquired		Common Stock (31863.0000)	Direct
2015-02-03	Stock Option (right to buy)	$63.4900	A	101963.0000	Acquired	2025-02-03	Common Stock (101963.0000)	Direct
2015-02-04	Restricted Stock Units	$0.0000	M	10161.0000	Disposed		Common Stock (10161.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	23185.0000	Direct
Common Stock	1230.0640	Indirect
Common Stock	500.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (112538.0000)	112538.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (97545.0000)	97545.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (110032.0000)	110032.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (119545.0000)	119545.0000	Direct

Footnotes

F1: On 2/4/2015, 11,723 shares of restricted stock vested. 4102 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 10,161 restricted stock units vested. 4,443 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 13,339 shares are now reflected as common stock.

F2: The restricted stock granted 2/6/12 and 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. On 2/4/2015, 11,723 shares of restricted stock vested. 4102 shares were withheld to pay the tax withholding associated with the vesting.

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

F4: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/3/2015 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

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: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F8: 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.

F9: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F10: All options are currently exercisable.