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HARLEY-DAVIDSON, INC. Director's Dealing 2016

Feb 5, 2016

31265_dirs_2016-02-04_de59ff75-42e7-4d7f-baba-8cc84dc6fe21.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: Jones Paul J (VP & Chief Legal Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-03 Common Stock M 1443.0000 $0.0000 Acquired 1443.0000 Direct
2016-02-03 Common Stock F 582.0000 $39.8500 Disposed 861.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-02 Restricted Stock Units $0.0000 A 7586.0000 Acquired Common Stock (7586.0000) Direct
2016-02-03 Restricted Stock Units $0.0000 M 1443.0000 Disposed Common Stock (1443.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 1202.0000 Direct
Common Stock 1261.6704 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (13860.0000) 13860.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (11536.0000) 11536.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (12989.0000) 12989.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (11039.0000) 11039.0000 Direct

Footnotes

F1: On 2/3/2016, 1,443 restricted stock units vested. 582 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 861 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 each of 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.