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

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2016-02-02

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-03	Common Stock	M	2651.0000	$0.0000	Acquired	30090.0000	Direct
2016-02-03	Common Stock	F	1007.0000	$39.8500	Disposed	29083.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-02	Restricted Stock Units	$0.0000	A	13084.0000	Acquired		Common Stock (13084.0000)	Direct
2016-02-03	Restricted Stock Units	$0.0000	M	2651.0000	Disposed		Common Stock (2651.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	2378.0000	Direct
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 2/3/2016, 2,651 restricted stock units vested.1,007 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,644 shares are now reflected as common stock.

F2: The restricted stock granted 2/4/13 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock vest on each of the first three anniversaries of the date of grant.

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

F4: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/2/2016 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F5: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/3/2015, vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F6: 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.

F7: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F8: 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.

F9: All options are currently exercisable.

F10: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F11: Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.