SEC Form 4 · accession 0001225208-15-003269
HARLEY-DAVIDSON, INC. · HOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tonit M Calaway
Officer — VP, Human Resources
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 8:13 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 5, 2015 | M | 876 | $61.20 | A | 2,299 | D | |
| Common Stock | Feb 5, 2015 | S | 2,299 | $63.44 | D | 0 | D | |
| Common StockF1 | Feb 6, 2015 | F | 374 | $64.21 | D | 700 | D | |
| Common Stock (restricted stock)F2 | holding | — | — | — | 1,112 | D | ||
| Common Stock | holding | — | — | — | 3,598 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F4 | $61.20 | Feb 5, 2015 | M | 876 | D | Feb 15, 2006 | Feb 15, 2015 | Common Stock | 876 | 0 | D |
| Restricted Stock UnitsF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 6,214 | 6,214 | D |
| Stock Option (right to buy)F6,F7 | $63.49 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2025 | Common Stock | 12,399 | 12,399 | D |
| Stock Option (right to buy)F8,F9 | $51.78 | holding | — | — | — | Feb 4, 2014 | Feb 4, 2023 | Common Stock | 10,671 | 10,671 | D |
| Stock Option (right to buy)F8,F9 | $62.33 | holding | — | — | — | Feb 4, 2015 | Feb 4, 2025 | Common Stock | 11,226 | 11,226 | D |
| Stock Option (right to buy)F3,F4 | $45.32 | holding | — | — | — | Feb 6, 2013 | Feb 6, 2022 | Common Stock | 4,309 | 4,309 | D |
| Stock Option (right to buy)F3,F4 | $39.04 | holding | — | — | — | Feb 13, 2009 | Feb 13, 2018 | Common Stock | 152 | 152 | D |
| Stock Option (right to buy)F3,F4 | $51.46 | holding | — | — | — | Feb 14, 2007 | Feb 14, 2016 | Common Stock | 1,024 | 1,024 | D |
| Stock Option (right to buy)F3,F4 | $68.91 | holding | — | — | — | Feb 14, 2008 | Feb 14, 2017 | Common Stock | 3,198 | 3,198 | D |
Explanation of responses
- F1On 2/6/2015, 1074 shares of restricted stock vested. 374 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 700 shares are now reflected as common stock.
- F2The restricted stock granted 2/6/12 and 2/6/13 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 2/6/2015, 1074 shares of restricted stock vested. 374 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 700 shares are now reflected as common stock.
- F3Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
- F4All options are currently exercisable.
- F5Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 (granted pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 (granted pursuant to 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.
- F6Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
- F7Options 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.
- F8Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
- F9Options 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.