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HARLEY-DAVIDSON, INC. Director's Dealing 2017

Feb 7, 2017

31265_dirs_2017-02-06_c7f1c836-c021-4978-93ae-6fee98adb82a.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: LEVATICH MATTHEW S (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-02 Common Stock M 13158.0000 $0.0000 Acquired 70056.0000 Direct
2017-02-02 Common Stock F 6553.0000 $56.2500 Disposed 63503.0000 Direct
2017-02-03 Common Stock M 7875.0000 $0.0000 Acquired 71378.0000 Direct
2017-02-03 Common Stock F 3907.0000 $56.4500 Disposed 67471.0000 Direct
2017-02-04 Common Stock M 3430.0000 $0.0000 Acquired 70901.0000 Direct
2017-02-04 Common Stock F 1702.0000 $56.4500 Disposed 69199.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-02 Restricted Stock Units $0.0000 M 13158.0000 Disposed Common Stock (13158.0000) Direct
2017-02-03 Restricted Stock Units $0.0000 M 7875.0000 Disposed Common Stock (7875.0000) Direct
2017-02-04 Restricted Stock Units $0.0000 M 3430.0000 Disposed Common Stock (3430.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 589.9684 Indirect
Common Stock 10.1459 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $39.0400 2018-02-13 Common Stock (19447.0000) 19447.0000 Direct
Stock Option (right to buy) $41.3300 2021-02-09 Common Stock (26247.0000) 26247.0000 Direct
Stock Option (right to buy) $45.3200 2022-02-06 Common Stock (32198.0000) 32198.0000 Direct
Stock Option (right to buy) $51.7800 2023-02-04 Common Stock (34567.0000) 34567.0000 Direct
Stock Option (right to buy) $62.3300 2024-02-04 Common Stock (32926.0000) 32926.0000 Direct
Stock Option (right to buy) $63.4900 2025-02-03 Common Stock (75602.0000) 75602.0000 Direct
Stock Option (right to buy) $68.9100 2017-02-14 Common Stock (9149.0000) 9149.0000 Direct

Footnotes

F1: On 2/2/2017, 13,158 restricted stock units vested; on 2/3/2017, 7,875 restricted stock units vested; on 2/4/2017, 3,430 restricted stock units vested. A total of 12,162 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 12,291 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.

F7: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.