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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_d4b48d99-eeff-401d-8a40-c8543bb2f526.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: Cummings Sean (SVP, Global Demand)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 1721.0000 $0.0000 Acquired 2159.0000 Direct
2017-02-02 Common Stock F 684.0000 $56.2500 Disposed 1475.0000 Direct
2017-02-03 Common Stock M 735.0000 $0.0000 Acquired 2210.0000 Direct
2017-02-03 Common Stock F 251.0000 $56.4500 Disposed 1959.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 1721.0000 Disposed Common Stock (1721.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 735.0000 Disposed Common Stock (735.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 634.0769 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (3528.0000) 3528.0000 Direct

Footnotes

F1: On 2/2/2017, 1,721 restricted stock units vested; on 2/3/2017, 735 restricted stock units vested. A total of 935 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,521 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 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. 2014 Incentive Stock Plan.

F4: 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.