HARLEY-DAVIDSON, INC. — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2019-02-01

Reporting Person: LEVATICH MATTHEW S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-04	Common Stock	M	37330.0000	$0.0000	Acquired	122691.0000	Direct
2019-02-04	Common Stock	F	17546.0000	$36.6500	Disposed	105145.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-01	Restricted Stock Units	$0.0000	A	142430.0000	Acquired		Common Stock (142430.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	757.9800	Indirect
Common Stock	0.1465	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/1/19 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F3: All options are currently exercisable.

F4: Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.