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: BISCHMANN JOANNE M (Vice President, Communications)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Units	$0.0000	A	1907.0000	Acquired		Common Stock (1907.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1734.2223	Direct
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: 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. 2009 Incentive Stock Plan.

F4: All options are currently exercisable.

F5: 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.

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.