HARLEY-DAVIDSON, INC. — Director's Dealing 2017

Feb 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2017-02-01

Reporting Person: HUND LAWRENCE G (President-HDFS)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Units	$0.0000	A	7715.0000	Acquired		Common Stock (7715.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4385.0000	Direct
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: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/1/2017 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. 2004 Incentive Stock Plan.

F4: All options are currently exercisable.

F5: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.

F6: Options granted pursuant to the Harley-Davidson, Inc. 2009 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: 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.