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HARLEY-DAVIDSON, INC. Director's Dealing 2016

Feb 9, 2016

31265_dirs_2016-02-08_5d21c2e3-e2ec-4647-9678-81bdd5a38d90.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: 2016-02-04

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-04 Common Stock M 2367.0000 $0.0000 Acquired 33828.0000 Direct
2016-02-04 Common Stock F 1653.0000 $41.2500 Disposed 32175.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-04 Restricted Stock Units $0.0000 M 2367.0000 Disposed Common Stock (2367.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 130.4678 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (25453.0000) 25453.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (22825.0000) 22825.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (22726.0000) 22726.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (20194.0000) 20194.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (13059.0000) 13059.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (44465.0000) 44465.0000 Direct
Stock Option (right to buy) $12.3000 2019-02-12 Common Stock (12587.0000) 12587.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (28760.0000) 28760.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (6111.0000) 6111.0000 Direct
Stock Option (right to buy) $28.5400 2019-10-19 Common Stock (30000.0000) 30000.0000 Direct

Footnotes

F1: On 2/4/2016, 2,367 restricted stock units vested. 829 shares were withheld to pay the tax withholding associated with the vesting. In addition, on 2/4/2016, 2,378 shares of restricted stock vested and 824 shares were withheld to pay the tax withholding associated with that vesting. Accordingly, the remaining 3,092 shares are now reflected as common stock.

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, 2/3/2015 and 2/2/2016 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.