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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_7b34bd8b-74d5-4f11-bad7-21991da88c6e.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: Jones Paul J (VP & Chief Legal Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 2528.0000 $0.0000 Acquired 2528.0000 Direct
2017-02-02 Common Stock F 953.0000 $56.2500 Disposed 1575.0000 Direct
2017-02-03 Common Stock M 1444.0000 $0.0000 Acquired 3019.0000 Direct
2017-02-03 Common Stock F 504.0000 $56.4500 Disposed 2515.0000 Direct
2017-02-04 Common Stock M 1353.0000 $0.0000 Acquired 3868.0000 Direct
2017-02-04 Common Stock F 474.0000 $56.4500 Disposed 3394.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 2528.0000 Disposed Common Stock (2528.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 1444.0000 Disposed Common Stock (1444.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 1353.0000 Disposed Common Stock (1353.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1599.2739 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (11039.0000) 11039.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (11536.0000) 11536.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (12989.0000) 12989.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (13860.0000) 13860.0000 Direct

Footnotes

F1: On 2/2/2017, 2,528 restricted stock units vested; on 2/3/2017, 1,444 restricted stock units vested; on 2/4/2017, 1,353 restricted stock units vested. 1,931 shares were withheld to pay the tax withholding associated with the vestings. Accordingly, the remaining 3,394 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. 2009 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. 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.