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HARLEY-DAVIDSON, INC. Director's Dealing 2015

Feb 6, 2015

31265_dirs_2015-02-05_0fe2fa2a-96d6-4e9d-9706-3f33347f5bfc.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: 2015-02-03

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-04 Common Stock M 2367.0000 $0.0000 Acquired 27777.0000 Direct
2015-02-04 Common Stock F 1705.0000 $62.7600 Disposed 26072.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-03 Restricted Stock Units $0.0000 A 23626.0000 Acquired Common Stock (23626.0000) Direct
2015-02-03 Stock Option (right to buy) $63.4900 A 75602.0000 Acquired 2025-02-03 Common Stock (75602.0000) Direct
2015-02-04 Restricted Stock Units $0.0000 M 2367.0000 Disposed Common Stock (2367.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 4482.0000 Direct
Common Stock 2.2997 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (22825.0000) 22825.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (22726.0000) 22726.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (20194.0000) 20194.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (13059.0000) 13059.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (44465.0000) 44465.0000 Direct
Stock Option (right to buy) $12.3000 2019-02-12 Common Stock (12587.0000) 12587.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (28760.0000) 28760.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (6111.0000) 6111.0000 Direct
Stock Option (right to buy) $28.5400 2019-10-19 Common Stock (30000.0000) 30000.0000 Direct

Footnotes

F1: On 2/4/2015, 2378 shares of restricted stock vested. 876 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 2367 restricted stock units vested. 829 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3040 shares are now reflected as common stock.

F2: The shares of unvested restricted stock granted 2/12/09 were granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan and are subject to forfeiture until completion of a four-year vesting period. The restricted stock granted 2/10/10, 2/9/11, 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.

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: 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

F7: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and 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.

F10: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F11: Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

F12: All options are currently exercisable.

F13: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.