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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Kumbier Michelle

(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)
SVP, Motor Co. Product & Ops
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2016
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 05/10/2016 M 12,011 A $41.33 12,011 D
Common Stock 05/10/2016 M 8,920 A $45.32 20,931 D
Common Stock 05/10/2016 M 5,736 A $39.04 26,667 D
Common Stock 05/10/2016 S 26,667 D $46.2504(1) 0.0000 D
Common Stock 2,274.7263 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) $45.32 05/10/2016 M 8,920 02/06/2013 02/06/2022 Common Stock 8,920 $0.0000 0.0000 D
Stock Option (right to buy) $41.33 05/10/2016 M 12,011 02/09/2012 02/09/2021 Common Stock 12,011 $0.0000 0.0000 D
Stock Option (right to buy) $39.04 05/10/2016 M 5,736 02/13/2009 02/13/2018 Common Stock 5,736 $0.0000 0.0000 D
Restricted Stock Units $0.0000 (2) (2) Common Stock 21,237 21,237 D
Stock Option (right to buy)(3) $63.49 02/03/2016(4) 02/03/2025 Common Stock 10,484 10,484 D
Stock Option (right to buy)(5) $51.78 02/04/2014(6) 02/04/2023 Common Stock 10,980 10,980 D
Stock Option (right to buy)(5) $62.33 02/04/2015(7) 02/04/2024 Common Stock 9,823 9,823 D
Stock Option (right to buy)(8) $68.91 02/14/2008(6) 02/14/2017 Common Stock 2,934 2,934 D
Explanation of Responses:
1. The reported price in this column is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $46.250 to $46.256 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on each of 2/4/2014 (pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 and 2/2/2016 (pursuant to the 2014 Incentive Stock Plan) vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
3. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
4. Options 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.
5. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.
6. All options are currently exercisable.
7. 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.
8. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
Rebecca W. House, as power of attorney 05/11/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.