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*
WANDELL KEITH E

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2012
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 11/29/2012 M 26,200 A $21.52 104,413 D
Common Stock 11/29/2012 S 26,200 D $47.35 78,213 D
Common Stock 11/29/2012 G V 4,200 D $0.0000 74,013 D
Common Stock 11/30/2012 M 73,800 A $21.52 147,813 D
Common Stock 11/30/2012 S 73,800 D $46.74 74,013 D
Common Stock 11/30/2012 G V 17,502 D $0.0000 56,511 D
Common Stock (restricted stock) 123,905 (1) D
Common Stock 802.4207 I By 401(k)
Common Stock 500 I By IRA
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) (2) $21.52 11/29/2012 M 26,200 05/01/2010 (3) 05/01/2019 Common Stock 26,200 $0.0000 150,902 D
Stock Option (right to buy) (2) $21.52 11/30/2012 M 73,800 05/01/2010 (3) 05/01/2019 Common Stock 73,800 $0.0000 77,102 D
Stock Option (right to buy) (2) $45.32 02/06/2013 (4) 02/06/2022 Common Stock 110,032 110,032 D
Stock Option (right to buy) (2) $41.33 02/09/2012 (4) 02/09/2021 Common Stock 119,545 119,545 D
Stock Option (right to buy) (2) $22.63 02/10/2011 (4) 02/10/2020 Common Stock 195,308 195,308 D
Explanation of Responses:
1. The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. The restricted stock granted on 5/01/09 vests at the rate of 33-1/3% per year beginning on 4/30/11. One-third of the shares of restricted stock granted on 2/6/12, 2/9/11 and 2/10/10 vest on each of the first three anniversaries of the date of grant and the shares are subject to forfeiture until vested.
2. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
3. Options granted pursuant to the Harley-Davidson, Inc. 2009 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.
4. 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.
Paul J. Jones, as power of attorney 12/03/2012
** 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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