HARLEY-DAVIDSON, INC. — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2017-02-10

Reporting Person: JAMES DONALD A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	S	100000.0000	$56.8757	Disposed	211788.2384	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5522.6698	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Post-2014 Share Unit	$		Common Stock (2640.4010)	2640.4010	Direct
Share Units	$		Common Stock (31233.2290)	31233.2290	Direct

Footnotes

F1: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.7499 to $57.15 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Shares of common stock of Harley-Davidson, Inc. are held by Fred Deeley Limited.

F3: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

F4: 1-for-1

F5: Each Deferred Share 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.

F6: Includes additional Share Units credited to the reporting person pursuant to dividend reinvestment provisions of the Harley-Davidson, Inc. Director Stock Plan.

F7: 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).