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HARLEY-DAVIDSON, INC. Director's Dealing 2016

Feb 5, 2016

31265_dirs_2016-02-04_1fa6c88f-c7e6-4ad2-ae8d-7c33136445e6.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: 2016-02-02

Reporting Person: KORNETZKE MARK R (Chief Accounting Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-03 Common Stock M 437.0000 $0.0000 Acquired 1307.0000 Direct
2016-02-03 Common Stock F 177.0000 $39.8500 Disposed 1130.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-02 Restricted Stock Units $0.0000 A 1697.0000 Acquired Common Stock (1697.0000) Direct
2016-02-03 Restricted Stock Units $0.0000 M 437.0000 Disposed Common Stock (437.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 494.0000 Direct
Common Stock 4103.1395 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (2100.0000) 2100.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (2369.0000) 2369.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (2071.0000) 2071.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (2565.0000) 2565.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (2524.0000) 2524.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (3626.0000) 3626.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (1698.0000) 1698.0000 Direct

Footnotes

F1: On 2/3/2016, 437 restricted stock units vested. 177 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 260 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: 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.

F6: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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: All options are currently exercisable.

F9: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.