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Form 4 HARLEY DAVIDSON INC For: Aug 19 Filed by: Jones Paul J

August 23, 2016 5:04 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
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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 *
Jones Paul J
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2016
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 08/19/2016   S   2,517 D $ 54.033 0 D  
Common Stock               1,578.7991 I By 401(k)
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               (1)   (1) Common Stock 11,827   11,827 D  
Stock Option (right to buy) (2) $ 63.49             02/03/2016 (3) 02/03/2025 Common Stock 13,860   13,860 D  
Stock Option (right to buy) (4) $ 51.78             02/04/2014 (5) 02/04/2023 Common Stock 11,536   11,536 D  
Stock Option (right to buy) (4) $ 62.33             02/04/2015 (6) 02/04/2024 Common Stock 12,989   12,989 D  
Stock Option (right to buy) (4) $ 45.32             02/06/2013 (5) 02/06/2022 Common Stock 11,039   11,039 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on each of 2/4/2014 and 2/3/2015 (each granted under the 2009 Incentive Stock Plan) and 2/2/2016 (granted under the 2014 Incentive Stock Plan) vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
2. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
3. 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.
4. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.
5. All options are currently exercisable.
6. 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.
/s/ Rebecca W. House, as Power of Attorney 08/23/2016
** 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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