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: CALAWAY TONIT M (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	M	1169.0000	$0.0000	Acquired	1169.0000	Direct
2015-02-04	Common Stock	F	858.0000	$62.7600	Disposed	311.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Restricted Stock Units	$0.0000	A	3875.0000	Acquired		Common Stock (3875.0000)	Direct
2015-02-03	Stock Option (right to buy)	$63.4900	A	12399.0000	Acquired	2025-02-03	Common Stock (12399.0000)	Direct
2015-02-04	Restricted Stock Units	$0.0000	M	1169.0000	Disposed		Common Stock (1169.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	2186.0000	Direct
Common Stock	3597.5560	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (10671.0000)	10671.0000	Direct
Stock Option (right to buy)	$62.3300	2025-02-04	Common Stock (11226.0000)	11226.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (4309.0000)	4309.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (152.0000)	152.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (1024.0000)	1024.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (3198.0000)	3198.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (876.0000)	876.0000	Direct

Footnotes

F1: On 2/4/2015, 1112 shares of restricted stock vested. 449 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 1169 restricted stock units vested. 409 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1423 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, 1112 shares of restricted stock vested. 449 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: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F11: All options are currently exercisable.