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: BISCHMANN JOANNE M (Vice President, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	M	477.0000	$0.0000	Acquired	2279.2223	Direct
2015-02-04	Common Stock	F	407.0000	$62.7600	Disposed	1872.2223	Direct
2015-02-05	Common Stock	G	450.0000	$0.0000	Disposed	1422.2223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Restricted Stock Units	$0.0000	A	1565.0000	Acquired		Common Stock (1565.0000)	Direct
2015-02-03	Stock Option (right to buy)	$63.4900	A	5007.0000	Acquired	2025-02-03	Common Stock (5007.0000)	Direct
2015-02-04	Restricted Stock Units	$0.0000	M	477.0000	Disposed		Common Stock (477.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	1055.0000	Direct
Common Stock	3633.8243	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (3392.0000)	3392.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (4586.0000)	4586.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (5037.0000)	5037.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (5938.0000)	5938.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (6513.0000)	6513.0000	Direct

Footnotes

F1: On 2/4/2015, 530 shares of restricted stock vested. 214 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 477 restricted stock units vested. 193 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 600 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, 530 shares of restricted stock vested. 214 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: !

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

F10: 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

F11: All options are currently exercisable.

F12: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.