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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_f390b5bd-2fdd-48b6-99f9-9b692fa8ba84.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: BISCHMANN JOANNE M (Vice President, Communications)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 852.0000 $0.0000 Acquired 2586.2223 Direct
2017-02-02 Common Stock F 468.0000 $56.2500 Disposed 2118.2223 Direct
2017-02-03 Common Stock M 522.0000 $0.0000 Acquired 2640.2223 Direct
2017-02-03 Common Stock F 247.0000 $56.4500 Disposed 2393.2223 Direct
2017-02-04 Common Stock M 478.0000 $0.0000 Acquired 2871.2223 Direct
2017-02-04 Common Stock F 226.0000 $56.4500 Disposed 2645.2223 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 852.0000 Disposed Common Stock (852.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 522.0000 Disposed Common Stock (522.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 478.0000 Disposed Common Stock (478.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4116.1362 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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: On 2/2/2017, 852 restricted stock units vested; on 2/3/2017, 522 restricted stock units vested; on 2/4/2017, 467 restricted stock units vested. 941 shares were withheld to pay the tax withholding associated with the vestings. Accordingly, the remaining 911 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.

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