HARLEY-DAVIDSON, INC. — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2018-02-01

Reporting Person: Jones Paul J (VP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	1810.0000	$0.0000	Acquired	1810.0000	Direct
2018-02-01	Common Stock	F	940.0000	$48.6800	Disposed	870.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Units	$0.0000	M	1810.0000	Disposed		Common Stock (1810.0000)	Direct
2018-02-02	Restricted Stock Units	$0.0000	A	8784.0000	Acquired		Common Stock (8784.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1887.2100	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (11039.0000)	11039.0000	Direct
Stock Option (right to buy)	$51.7800	2023-02-04	Common Stock (11536.0000)	11536.0000	Direct
Stock Option (right to buy)	$62.3300	2024-02-04	Common Stock (12989.0000)	12989.0000	Direct
Stock Option (right to buy)	$63.4900	2025-02-03	Common Stock (13860.0000)	13860.0000	Direct

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/2/2018 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.