SEC Form 4 · accession 0001225208-15-003098

HARLEY-DAVIDSON, INC. · HOG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Lawrence G Hund

Officer — President-HDFS

Period of report

Feb 3, 2015

Accepted (ET)

Feb 5, 2015 · 8:34 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000793952

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 4, 2015	M	2,032	$0.00	A	8,740	D
Common Stock^F1	Feb 4, 2015	F	1,363	$62.76	D	7,377	D
Common Stock (restricted stock)^F2	holding	—	—		—	4,449	D
Common Stock	holding	—	—		—	1,619	I	By Wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F4	$0.00	Feb 3, 2015	A	6,547	A	—	—	Common Stock	6,547	12,644	D
Stock Option (right to buy)^F3,F5	$63.49	Feb 3, 2015	A	20,950	A	Feb 3, 2016	Feb 3, 2025	Common Stock	20,950	20,950	D
Restricted Stock Units^F6	$0.00	Feb 4, 2015	M	2,032	D	—	—	Common Stock	2,032	10,612	D
Stock Option (right to buy)^F7,F8	$51.78	holding	—	—	—	Feb 4, 2014	Feb 4, 2023	Common Stock	21,053	21,053	D
Stock Option (right to buy)	$62.33	holding	—	—	—	Feb 4, 2015	Feb 4, 2025	Common Stock	19,509	19,509	D
Stock Option (right to buy)^F7,F8	$45.32	holding	—	—	—	Feb 6, 2013	Feb 6, 2022	Common Stock	21,653	21,653	D
Stock Option (right to buy)^F7,F8	$22.63	holding	—	—	—	Feb 10, 2011	Feb 10, 2020	Common Stock	37,610	37,610	D
Stock Option (right to buy)^F7,F9	$18.92	holding	—	—	—	Jul 17, 2010	Jul 17, 2019	Common Stock	40,053	40,053	D

Explanation of responses

F1On 2/4/2015, 2193 shares of restricted stock vested. 732 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 2032 restricted stock units vested. 631 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 2862 shares are now reflected as common stock.
F2The restricted stock granted 2/6/12 and 2/4/13 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock vest on each of the first three anniversaries of the date of grant and are subject to forfeiture until vested. On 2/4/2015, 2193 shares of restricted stock vested. 732 shares were withheld to pay the tax withholding associated with the vesting.
F3Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
F4Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/3/2015 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
F5Options 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.
F6Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
F7Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
F8Options 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.
F9Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.