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

Apr 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2016-04-27

Reporting Person: ZEITZ JOCHEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	Common Stock	M	2230.3160	$49.4500	Acquired	2230.3160	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-27	Post-2014 Share Unit	$	M	2230.3160	Disposed		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: Includes additional Share Units credited to the reporting person pursuant to dividend reinvestment provisions of the Harley-Davidson, Inc. Director Stock Plan.

F4: As provided by the Director Stock Plan, as amended, the share units are payable in issuer's common stock on the one year anniversary of the grant date, which grant date was April 27, 2015 (share units payable in cash in limited circumstances according to the Plan).

F5: 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)

F6: Includes shares of Common Stock acquired through automatic reinvestment of dividends.