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

Feb 3, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2015-12-31

Reporting Person: ZEITZ JOCHEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock	G	1178.0000	$0.0000	Disposed	0.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Post-2014 Share Unit	$		Common Stock (2198.8530)	2198.8530	Direct
Share Units	$		Common Stock (19222.3850)	19222.3850	Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

F2: 1-for-1

F3: Each Deferred Stock Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination as service as a director.

F4: Includes Share Units acquired through automatic reinvestment of dividends.

F5: Share units are payable in issuer's common stock following termination of service as a director & are subject to earlier payment pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended (share units payable in cash in limited circumstances according to the Plan)

F6: Includes shares of Common Stock acquired through automatic reinvestment of dividends.