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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_379c1b71-3a93-4114-9065-17de09a817f9.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: HUND LAWRENCE G (President-HDFS)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 3592.0000 $0.0000 Acquired 7977.0000 Direct
2017-02-02 Common Stock F 1704.0000 $56.2500 Disposed 6273.0000 Direct
2017-02-03 Common Stock M 2182.0000 $0.0000 Acquired 8455.0000 Direct
2017-02-03 Common Stock F 946.0000 $56.4500 Disposed 7509.0000 Direct
2017-02-04 Common Stock M 2033.0000 $0.0000 Acquired 9542.0000 Direct
2017-02-04 Common Stock F 882.0000 $56.4500 Disposed 8660.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 3592.0000 Disposed Common Stock (3592.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 2182.0000 Disposed Common Stock (2182.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 2033.0000 Disposed Common Stock (2033.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1619.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $18.9200 2019-07-17 Common Stock (40053.0000) 40053.0000 Direct
Stock Option (right to buy) $22.6300 2020-02-10 Common Stock (25073.0000) 25073.0000 Direct
Stock Option (right to buy) $62.3300 2025-02-04 Common Stock (19509.0000) 19509.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (20950.0000) 20950.0000 Direct

Footnotes

F1: On 2/2/2017, 3,592 restricted stock units vested; on 2/3/2017, 2,182 restricted stock units vested; on 2/4/2017, 2,033 restricted stock units vested. A total of 3,532 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 4,275 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. 2014 Incentive Stock Plan.

F6: 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.