SEC Form 4 · accession 0001225208-15-003285
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 5, 2015
Accepted (ET)
Feb 9, 2015 · 9:26 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 | 69,545 | $41.33 | A | 206,892 | D | |
| Common Stock | Feb 5, 2015 | S | 69,545 | $63.06 | D | 137,347 | D | |
| Common StockF1 | Feb 6, 2015 | F | 5,686 | $64.21 | D | 143,123 | D | |
| Common Stock (restricted stock)F2 | holding | — | — | — | 11,723 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F4 | $41.33 | Feb 5, 2015 | M | 69,545 | D | Feb 9, 2012 | Feb 9, 2021 | Common Stock | 69,545 | 50,000 | D |
| Restricted Stock UnitsF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 52,185 | 52,185 | D |
| Stock Option (right to buy)F6,F7 | $63.49 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2025 | Common Stock | 101,963 | 101,963 | D |
| Stock Option (right to buy)F3,F8 | $51.78 | holding | — | — | — | Feb 4, 2014 | Feb 4, 2023 | Common Stock | 112,538 | 112,538 | D |
| Stock Option (right to buy)F3,F8 | $62.33 | holding | — | — | — | Feb 4, 2015 | Feb 4, 2024 | Common Stock | 97,545 | 97,545 | D |
| Stock Option (right to buy)F3,F4 | $45.32 | holding | — | — | — | Feb 6, 2013 | Feb 6, 2022 | Common Stock | 110,032 | 110,032 | D |
Explanation of responses
- F1On 2/6/2015, 11,462 shares of restricted stock vested. 5,686 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5,776 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, 11,462 shares of restricted stock vested. 5,686 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5,776 shares are now reflected as common stock.
- F3Granted pursuant to the Harley-Davidson, Inc. 2009 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.
- 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.