SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCASLIN JAMES A

(Last)

(First)

(Middle)

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE

(Street)

MILWAUKEE

53208

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARLEY DAVIDSON INC [ HOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Corporate Product Planning

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2009		S		40,000	D	$28.2327	20,497⁽¹⁾	D
Common Stock	11/23/2009		S		40,000	D	$28.2327	62,000	I	By KASSJIM Investments Limited Partnership
Common Stock (restricted stock)⁽²⁾								68,505⁽¹⁾	D
Common Stock								16,153.7638	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽³⁾	$40.72							02/12/2004⁽⁴⁾	02/11/2013	Common Stock	42,240		42,240	D
Stock Option (right to buy)⁽³⁾	$52.45							02/10/2005⁽⁴⁾	02/09/2014	Common Stock	33,777		33,777	D
Stock Option (right to buy)⁽⁵⁾	$61.205							02/15/2006⁽⁴⁾	02/15/2015	Common Stock	21,578		21,578	D
Stock Option (right to buy)⁽⁵⁾	$51.46							02/14/2007⁽⁶⁾	02/14/2016	Common Stock	17,569		17,569	D
Stock Option (right to buy)⁽⁵⁾	$68.91							02/14/2008⁽⁶⁾	02/14/2017	Common Stock	23,289		23,289	D
Stock Option (right to buy)⁽⁵⁾	$39.04							02/13/2009⁽⁶⁾	02/13/2018	Common Stock	81,331		81,331	D
Stock Option (right to buy)⁽⁵⁾	$12.3							02/12/2010⁽⁶⁾	02/12/2019	Common Stock	92,402		92,402	D

Explanation of Responses:

1. 2,497 shares of restricted stock vested on 2/15/09 and are now reflected as Common Stock owned by Mr. McCaslin.

2. Restricted stock is granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/14/06, 2/14/07, and 2/13/08 are subject to forfeiture until completion of a four year vesting period, except that 50% of the shares may vest after two years based on performance. The shares of restricted stock granted on 2/12/09 are subject to forfeiture until completion of a four-year vesting period.

3. Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

4. All options are currently exercisable.

5. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

6. Options 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.

Remarks:

	Tonit M. Calaway, as power of atty.	11/25/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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