SEC Form 4 · accession 0001225208-15-003108

HARLEY-DAVIDSON, INC. · HOG

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

Reporting owner

Keith E Wandell

Officer — Chairman, President & CEO · Director

Period of report

Feb 3, 2015

Accepted (ET)

Feb 5, 2015 · 9:11 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	10,161	$0.00	A	145,892	D
Common Stock^F1	Feb 4, 2015	F	8,545	$62.76	D	137,347	D
Common Stock (restricted stock)^F2	holding	—	—		—	23,185	D
Common Stock	holding	—	—		—	1,230	I	By 401(k)
Common Stock	holding	—	—		—	500	I	By IRA

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	31,863	A	—	—	Common Stock	31,863	62,346	D
Stock Option (right to buy)^F3,F5	$63.49	Feb 3, 2015	A	101,963	A	Feb 3, 2016	Feb 3, 2025	Common Stock	101,963	101,963	D
Restricted Stock Units^F6,F7	$0.00	Feb 4, 2015	M	10,161	D	—	—	Common Stock	10,161	52,185	D
Stock Option (right to buy)^F6,F8	$51.78	holding	—	—	—	Feb 4, 2014	Feb 4, 2023	Common Stock	112,538	112,538	D
Stock Option (right to buy)^F9,F8	$62.33	holding	—	—	—	Feb 4, 2015	Feb 4, 2024	Common Stock	97,545	97,545	D
Stock Option (right to buy)^F6,F8	$45.32	holding	—	—	—	Feb 6, 2013	Feb 6, 2022	Common Stock	110,032	110,032	D
Stock Option (right to buy)^F6,F10	$41.33	holding	—	—	—	Feb 9, 2012	Feb 9, 2021	Common Stock	119,545	119,545	D

Explanation of responses

F1On 2/4/2015, 11,723 shares of restricted stock vested. 4102 shares were withheld to pay the tax withholding associated with the vesting. Additionally, on 2/4/2015, 10,161 restricted stock units vested. 4,443 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 13,339 shares are now reflected as common stock.
F10All options are currently exercisable.
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, 11,723 shares of restricted stock vested. 4102 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.
F6Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
F7Each 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.
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.
F9Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.