SEC Form 4 · accession 0001225208-16-025681

HARLEY-DAVIDSON, INC. · HOG

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

Reporting owner

John A Olin

Officer — SVP & CFO

Period of report

Feb 2, 2016

Accepted (ET)

Feb 4, 2016 · 7:42 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 3, 2016	M	2,651	$0.00	A	30,090	D
Common Stock^F1	Feb 3, 2016	F	1,007	$39.85	D	29,083	D
Common Stock (restricted stock)^F2	holding	—	—		—	2,378	D
Common Stock	holding	—	—		—	130	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
Restricted Stock Units^F3,F4	$0.00	Feb 2, 2016	A	13,084	A	—	—	Common Stock	13,084	25,773	D
Restricted Stock Units^F3,F5	$0.00	Feb 3, 2016	M	2,651	D	—	—	Common Stock	2,651	23,122	D
Stock Option (right to buy)^F3,F6	$63.49	holding	—	—	—	Feb 3, 2016	Feb 3, 2025	Common Stock	25,453	25,453	D
Stock Option (right to buy)^F7,F8	$51.78	holding	—	—	—	Feb 4, 2014	Feb 4, 2023	Common Stock	22,825	22,825	D
Stock Option (right to buy)^F7,F8	$62.33	holding	—	—	—	Feb 4, 2015	Feb 4, 2024	Common Stock	22,726	22,726	D
Stock Option (right to buy)^F7,F9	$45.32	holding	—	—	—	Feb 6, 2013	Feb 6, 2022	Common Stock	20,194	20,194	D
Stock Option (right to buy)^F7,F9	$41.33	holding	—	—	—	Feb 9, 2012	Feb 9, 2021	Common Stock	13,059	13,059	D
Stock Option (right to buy)^F7,F9	$22.63	holding	—	—	—	Feb 10, 2011	Feb 10, 2020	Common Stock	44,465	44,465	D
Stock Option (right to buy)^F10,F9	$12.30	holding	—	—	—	Feb 12, 2010	Feb 12, 2019	Common Stock	12,587	12,587	D
Stock Option (right to buy)^F10,F9	$39.04	holding	—	—	—	Feb 13, 2009	Feb 13, 2018	Common Stock	28,760	28,760	D
Stock Option (right to buy)^F10,F11	$68.91	holding	—	—	—	Feb 14, 2008	Feb 14, 2017	Common Stock	6,111	6,111	D
Stock Option (right to buy)^F7,F9	$28.54	holding	—	—	—	Oct 19, 2010	Oct 19, 2019	Common Stock	30,000	30,000	D

Explanation of responses

F1On 2/3/2016, 2,651 restricted stock units vested.1,007 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,644 shares are now reflected as common stock.
F10Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
F11Options granted pursuant to the Harley-Davidson, Inc. 2004 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.
F2The restricted stock granted 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.
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 2/2/2016 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
F5Each 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.
F6Options 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.
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.
F9All options are currently exercisable.

Remarks

olinpoa.txt