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

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2017-02-07

Reporting Person: BISCHMANN JOANNE M (Vice President, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock	G	450.0000	$0.0000	Disposed	2195.2223	Direct
2017-02-07	Common Stock	S	911.0000	$57.0000	Disposed	1284.2223	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4116.1362	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0000		Common Stock (4134.0000)	4134.0000	Direct
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (3392.0000)	3392.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (4586.0000)	4586.0000	Direct
Stock Option (right to buy)	$63.4900	2025-02-03	Common Stock (5007.0000)	5007.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (6513.0000)	6513.0000	Direct

Footnotes

F1: 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, 2/2/2016, and 2/1/2017 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F3: All options are currently exercisable.

F4: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F5: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

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. 2004 Incentive Stock Plan.