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: BAKER JOHN P (GM, Corp Strat,Bus Dev & Susta)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-04	Common Stock	M	763.0000	$0.0000	Acquired	1570.0000	Direct
2015-02-04	Common Stock	F	628.0000	$62.7600	Disposed	942.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Restricted Stock Units	$0.0000	A	2415.0000	Acquired		Common Stock (2415.0000)	Direct
2015-02-03	Stock Option (right to buy)	$63.4900	A	3864.0000	Acquired	2025-02-03	Common Stock (3864.0000)	Direct
2015-02-04	Restricted Stock Units	$0.0000	M	763.0000	Disposed		Common Stock (763.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	1636.0000	Direct
Common Stock	10649.5943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (3873.0000)	3873.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (3662.0000)	3662.0000	Direct
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (3978.0000)	3978.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (951.0000)	951.0000	Direct

Footnotes

F1: Common Stock resulting from vesting of restricted stock units.

F2: On 2/4/2015, 807 shares of restricted stock vested. 326 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 763 restricted stock units vested. 302 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 942 shares are now reflected as common stock.

F3: 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, 807 shares of restricted stock vested. 326 shares were withheld to pay the tax withholding associated with the vesting.

F4: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F5: 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.

F6: 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.

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

F8: 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.

F9: There is no price associated with this transaction.

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

F12: All options are currently exercisable.