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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_99cee9f0-576a-45b8-adaa-1382fadb0d16.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: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 4361.0000 $0.0000 Acquired 36536.0000 Direct
2017-02-02 Common Stock F 2221.0000 $56.2500 Disposed 34315.0000 Direct
2017-02-03 Common Stock M 2651.0000 $0.0000 Acquired 36966.0000 Direct
2017-02-03 Common Stock F 1253.0000 $56.4500 Disposed 35713.0000 Direct
2017-02-04 Common Stock M 2368.0000 $0.0000 Acquired 38081.0000 Direct
2017-02-04 Common Stock F 1119.0000 $56.4500 Disposed 36962.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 4361.0000 Disposed Common Stock (4361.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 2651.0000 Disposed Common Stock (2651.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 2368.0000 Disposed Common Stock (2368.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 312.0076 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $12.3000 2019-02-12 Common Stock (12587.0000) 12587.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (44465.0000) 44465.0000 Direct
Stock Option (right to buy) $28.5400 2019-10-19 Common Stock (30000.0000) 30000.0000 Direct
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (28760.0000) 28760.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (13059.0000) 13059.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (20194.0000) 20194.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (22825.0000) 22825.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (22726.0000) 22726.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (25453.0000) 25453.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (6111.0000) 6111.0000 Direct

Footnotes

F1: On 2/2/2017, 4,361 restricted stock units vested; on 2/3/2017, 2,651 restricted stock units vested; on 2/4/2017, 2,368 restricted stock units vested. 4,593 shares were withheld to pay the tax withholding associated with the vestings. Accordingly, the remaining 4,787 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: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F4: All options are currently exercisable.

F5: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F6: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F7: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F8: 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.