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Form 4 HARLEY DAVIDSON INC For: Apr 30 Filed by: WANDELL KEITH E

May 4, 2015 8:30 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
WANDELL KEITH E
(Last) (First) (Middle)
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
(Street)
MILWAUKEE WI 53208
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARLEY DAVIDSON INC [ HOG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/30/2015   M   20,322 A $ 0 162,547 (1) D  
Common Stock 04/30/2015   F   15,687 (2) D $ 56.21 146,860 (1) D  
Common Stock               1,425.715 I By 401(k)
Common Stock               500 I By IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 04/30/2015   M     20,322   (3)   (3) Common Stock 20,322 $ 0 0 (4) D  
Stock Option (right to buy) (5) $ 51.78             02/04/2014 (6) 02/04/2023 Common Stock 112,538   112,538 D  
Stock Option (right to buy) (5) $ 62.33             02/04/2015 (7) 02/04/2024 Common Stock 97,545   97,545 D  
Stock Option (right to buy) (5) $ 45.32             02/06/2013 (8) 02/06/2022 Common Stock 110,032   110,032 D  
Stock Option (right to buy) (5) $ 41.33             02/09/2012 (8) 02/09/2021 Common Stock 50,000   50,000 D  
Explanation of Responses:
1. On 4/30/2015 (close of business), 11,723 shares of restricted stock automatically vested due to the retirement of Mr. Wandell. 5739 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5984 shares are now reflected as common stock.
2. On 4/30/2015 (close of business), 11,723 shares of restricted stock and 20,322 shares of restricted stock units automatically vested, respectively, due to the retirement of Mr. Wandell . 5739 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock and 9948 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock units.
3. On 4/30/2015, 20,322 restricted stock unts vested automatically due to the retirement of Mr. Wandell. Each restricted stock unit represents a contingent right to receive one share of stock.
4. On 4/30/2015 (close of business), Mr. Wandell retired as CEO and President of Harley-Davidson, Inc. Pursuant to the provisions of the Company's 2009 Incentive Stock Plan, 20,322 restricted stock units automatically vested as of close of business on 4/30/2015. Additionally, pursuant to the Company's 2014 Incentive Stock Plan, 31,863 restricted stock unts were forfeited.
5. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
6. On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 37,513 stock options automatically vested as of 4/30/2015 (close of business)
7. On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 65,030 stock options automatically vested as of 4/30/2015 (close of business).
8. All options are currently exercisable.
Paul J. Jones, as power of attorney 05/04/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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