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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_53216e62-827e-4bba-aa80-7b764d0c3dfb.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: 2017-02-02

Reporting Person: Rocker Tchernavia (VP-Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 903.0000 $0.0000 Acquired 903.0000 Direct
2017-02-02 Common Stock F 364.0000 $56.2500 Disposed 539.0000 Direct
2017-02-03 Common Stock M 683.0000 $0.0000 Acquired 1222.0000 Direct
2017-02-03 Common Stock F 276.0000 $56.4500 Disposed 946.0000 Direct
2017-02-04 Common Stock M 667.0000 $0.0000 Acquired 1613.0000 Direct
2017-02-04 Common Stock F 236.0000 $56.4500 Disposed 1377.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 903.0000 Disposed Common Stock (903.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 683.0000 Disposed Common Stock (683.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 667.0000 Disposed Common Stock (667.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 593.8061 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.0000 Common Stock (5302.0000) 5302.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (4237.0000) 4237.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (3708.0000) 3708.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (3200.0000) 3200.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (3276.0000) 3276.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (820.0000) 820.0000 Direct

Footnotes

F1: On 2/2/2017, 903 restricted stock units vested; on 2/3/2017, 683 restricted stock units vested; on 2/4/2017, 667 restricted stock units vested. 876 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,377 shares are now reflected as common stock.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 (granted pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 and 2/2/2016 (granted pursuant to the 2014 Incentive Stock Plan) vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F3: Each restricted stock unit (RSU) represents a contingent right to receive one share of stock. The RSUs granted vest in full after 3 years from the date of grant. Units are subject to forfeiture until vested.

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

F5: All options are currently exercisable.

F6: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F7: 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.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.