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HARLEY-DAVIDSON, INC. Director's Dealing 2016

Feb 5, 2016

31265_dirs_2016-02-04_ab365a81-80a6-4fbe-9735-31d2e781caf1.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: CALAWAY TONIT M (VP, Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-03 Common Stock M 1291.0000 $0.0000 Acquired 1291.0000 Direct
2016-02-03 Common Stock F 521.0000 $39.8500 Disposed 770.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-02 Restricted Stock Units $0.0000 A 6375.0000 Acquired Common Stock (6375.0000) Direct
2016-02-03 Restricted Stock Units $0.0000 M 1291.0000 Disposed Common Stock (1291.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (restricted stock) 1112.0000 Direct
Common Stock 4294.4634 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (12399.0000) 12399.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (7171.0000) 7171.0000 Direct
Stock Option (right to buy) $62.3300 2025-02-04 Common Stock (11226.0000) 11226.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (152.0000) 152.0000 Direct
Stock Option (right to buy) $51.4600 2016-02-14 Common Stock (1024.0000) 1024.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (3198.0000) 3198.0000 Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F2: On 2/3/2016, 1,291 restricted stock units vested. 521 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 770 shares are now reflected as common stock.

F3: 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

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

F10: All options are currently exercisable.