HARLEY-DAVIDSON, INC. — Director's Dealing 2016

Aug 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2016-07-29

Reporting Person: ZEITZ JOCHEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-29	Common Stock	S	2230.3160	$52.8514	Disposed	0.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Post-2014 Share Unit	$		Common Stock (2607.2800)	2607.2800	Direct
Share Units	$		Common Stock (19651.1450)	19651.1450	Direct

Footnotes

F1: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $52.780 to $52.872 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended.

F3: 1-for-1

F4: Each Deferred Share Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination as service as a director.

F5: Each Deferred Share Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination as service as a director.

F6: Includes additional Share Units credited to the reporting person pursuant to dividend reinvestment provisions of the Harley-Davidson, Inc. Director Stock Plan.

F7: Share units are payable in issuer's common stock following termination of service as a director & are subject to earlier payment pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended (share units payable in cash in limited circumstances according to the Plan).