SEC Form 4 · accession 0001225208-15-011093
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
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 8:29 pm EDT
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 StockF1 | Apr 30, 2015 | M | 20,322 | $0.00 | A | 162,547 | D | |
| Common StockF2,F1 | Apr 30, 2015 | F | 15,687 | $56.21 | D | 146,860 | D | |
| Common Stock | holding | — | — | — | 1,426 | 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 UnitsF4,F3 | $0.00 | Apr 30, 2015 | M | 20,322 | D | — | — | Common Stock | 20,322 | 0 | D |
| Stock Option (right to buy)F5,F6 | $51.78 | holding | — | — | — | Feb 4, 2014 | Feb 4, 2023 | Common Stock | 112,538 | 112,538 | D |
| Stock Option (right to buy)F5,F7 | $62.33 | holding | — | — | — | Feb 4, 2015 | Feb 4, 2024 | Common Stock | 97,545 | 97,545 | D |
| Stock Option (right to buy)F5,F8 | $45.32 | holding | — | — | — | Feb 6, 2013 | Feb 6, 2022 | Common Stock | 110,032 | 110,032 | D |
| Stock Option (right to buy)F5,F8 | $41.33 | holding | — | — | — | Feb 9, 2012 | Feb 9, 2021 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1On 4/30/2015 (close of business), 11,723 shares of restricted stock automatically vested due to the retirement of Mr. Wandell. 5739 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5984 shares are now reflected as common stock.
- F2On 4/30/2015 (close of business), 11,723 shares of restricted stock and 20,322 shares of restricted stock units automatically vested, respectively, due to the retirement of Mr. Wandell . 5739 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock and 9948 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock units.
- F3On 4/30/2015, 20,322 restricted stock unts vested automatically due to the retirement of Mr. Wandell. Each restricted stock unit represents a contingent right to receive one share of stock.
- F4On 4/30/2015 (close of business), Mr. Wandell retired as CEO and President of Harley-Davidson, Inc. Pursuant to the provisions of the Company's 2009 Incentive Stock Plan, 20,322 restricted stock units automatically vested as of close of business on 4/30/2015. Additionally, pursuant to the Company's 2014 Incentive Stock Plan, 31,863 restricted stock unts were forfeited.
- F5Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
- F6On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 37,513 stock options automatically vested as of 4/30/2015 (close of business)
- F7On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 65,030 stock options automatically vested as of 4/30/2015 (close of business).
- F8All options are currently exercisable.