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HARLEY-DAVIDSON, INC. Director's Dealing 2016

May 11, 2016

31265_dirs_2016-05-11_3d97002d-7cb4-4945-9ec1-235c82ed1dcb.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: 2016-05-10

Reporting Person: Kumbier Michelle (SVP, Motor Co. Product & Ops)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-10 Common Stock M 12011.0000 $41.3300 Acquired 12011.0000 Direct
2016-05-10 Common Stock M 8920.0000 $45.3200 Acquired 20931.0000 Direct
2016-05-10 Common Stock M 5736.0000 $39.0400 Acquired 26667.0000 Direct
2016-05-10 Common Stock S 26667.0000 $46.2504 Disposed 0.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-10 Stock Option (right to buy) $45.3200 M 8920.0000 Disposed 2022-02-06 Common Stock (8920.0000) Direct
2016-05-10 Stock Option (right to buy) $41.3300 M 12011.0000 Disposed 2021-02-09 Common Stock (12011.0000) Direct
2016-05-10 Stock Option (right to buy) $39.0400 M 5736.0000 Disposed 2018-02-13 Common Stock (5736.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2274.7263 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (21237.0000) 21237.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (10484.0000) 10484.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (10980.0000) 10980.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (9823.0000) 9823.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (2934.0000) 2934.0000 Direct

Footnotes

F1: The reported price in this column is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $46.250 to $46.256 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: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on each of 2/4/2014 (pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 and 2/2/2016 (pursuant to the 2014 Incentive Stock Plan) vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F3: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F4: 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.

F5: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F6: All options are currently exercisable.

F7: 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.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.