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*
FLICKINGER JON R

(Last) (First) (Middle)
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 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)
President & COO Buell
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2010
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)
Code V Amount (A) or (D) Price
Common Stock 04/21/2010 M 4,620 A $12.3 7,578 (1) D
Common Stock 04/21/2010 S 4,620 D $34.41 2,958 (1) D
Common Stock (restricted stock) 17,334 (2) D
Common Stock 13,749.15 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) $12.3 04/21/2010 M 4,620 02/12/2010 (4) 02/12/2019 Common Stock 4,620 $0 13,860 D
Stock Option (right to buy) (5) $44.41 02/08/2002 (6) 02/07/2011 Common Stock 17,429 17,429 D
Stock Option (right to buy) (5) $52.095 02/13/2003 (6) 02/12/2012 Common Stock 15,422 15,422 D
Stock Option (right to buy) (5) $40.72 02/12/2004 (7) 02/11/2013 Common Stock 20,519 20,519 D
Stock Option (right to buy) (5) $52.45 02/10/2005 (7) 02/09/2014 Common Stock 16,408 16,408 D
Stock Option (right to buy) (3) $61.2 02/15/2006 (4) 02/15/2015 Common Stock 11,522 11,522 D
Stock Option (right to buy) (3) $51.46 02/14/2007 (6) 02/14/2016 Common Stock 9,359 9,359 D
Stock Option (right to buy) (3) $68.91 02/14/2008 (4) 02/14/2017 Common Stock 9,872 9,872 D
Stock Option (right to buy) (3) $39.04 02/13/2009 (4) 02/13/2018 Common Stock 13,719 13,719 D
Stock Option (right to buy) (8) $22.63 02/10/2011 (9) 02/10/2020 Common Stock 13,479 13,479 D
Explanation of Responses:
1. On 2/14/2010, 2,728 shares of restricted stock vested. 1,103 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,625 shares are now reflected as common stock.
2. Restricted stock granted 2007-2009 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 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. The restricted stock granted 2/10/10 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 the shares are subject to forfeiture until vested. On 2/14/2010, 2,728 shares of restricted stock vested. 1,103 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1,625 shares are now reflected as common stock.
3. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
4. 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.
5. Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.
6. All options are currently exercisable.
7. Options granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option 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.
8. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
9. Options 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.
Remarks:
Tonit M. Calaway, as power of atty. 04/23/2010
** 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).
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