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HARLEY-DAVIDSON, INC. Director's Dealing 2016

May 5, 2016

31265_dirs_2016-05-04_6b35e0e8-96ff-4396-8ba5-99276bbb8388.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: 2016-05-02

Reporting Person: ZEITZ JOCHEN (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-02 Post-2014 Share Unit $ A 2586.9205 Acquired Common Stock (2586.9205) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2230.3160 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Share Units $ Common Stock (19497.6890) 19497.6890 Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

F2: 1-for-1

F3: 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 the earlier termination of service as a director.

F4: 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)