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Form 4 HARLEY DAVIDSON INC For: Feb 04 Filed by: BISCHMANN JOANNE M

February 8, 2016 8:26 PM EST
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 *
BISCHMANN JOANNE M

(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)
Vice President, Communications
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2016
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 02/04/2016   M   478 A $ 0 2,141.2223 D  
Common Stock 02/04/2016   F   407 D $ 41.25 1,734.2223 (1) D  
Common Stock               3,857.52 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 (2) $ 0 02/04/2016   M     478   (3)   (3) Common Stock 478 $ 0 4,079 D  
Stock Option (right to buy) (4) $ 63.49             02/03/2016 (5) 02/03/2025 Common Stock 5,007   5,007 D  
Stock Option (right to buy) (2) $ 51.78             02/04/2014 (6) 02/04/2023 Common Stock 3,392   3,392 D  
Stock Option (right to buy) (2) $ 62.33             02/04/2015 (7) 02/04/2024 Common Stock 4,586   4,586 D  
Stock Option (right to buy) (2) $ 45.32             02/06/2013 (6) 02/06/2022 Common Stock 5,037   5,037 D  
Stock Option (right to buy) (8) $ 68.91             02/14/2008 (6) 02/14/2017 Common Stock 6,513   6,513 D  
Explanation of Responses:
1. On 2/4/2016, 478 restricted stock units vested. 193 shares were withheld to pay the tax withholding associated with the vesting. In addition, on 2/4/2016, 530 shares of restricted stock vested and 214 shares were withheld to pay the tax withholding associated with that vesting. Accordingly, the remaining 601 shares are now reflected as common stock.
2. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
3. 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, 2/3/2015 and 2/2/2016 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
4. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
5. 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.
6. All options are currently exercisable.
7. 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.
8. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
Rebecca W. House, as power of attorney 02/08/2016
** 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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