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: HUND LAWRENCE G (President-HDFS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	2571.0000	$0.0000	Acquired	2571.0000	Direct
2018-02-01	Common Stock	F	1248.0000	$48.6800	Disposed	1323.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Units	$0.0000	M	2571.0000	Disposed		Common Stock (2571.0000)	Direct
2018-02-02	Restricted Stock Units	$0.0000	A	12177.0000	Acquired		Common Stock (12177.0000)	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 (25040.0000)	25040.0000	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: 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