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*
LEVATICH MATTHEW S
(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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2017
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 02/02/2017 M 13,158 A $0.0000 70,056 D
Common Stock 02/02/2017 F 6,553 D $56.25 63,503 D
Common Stock 02/03/2017 M 7,875 A $0.0000 71,378 D
Common Stock 02/03/2017 F 3,907 D $56.45 67,471 D
Common Stock 02/04/2017 M 3,430 A $0.0000 70,901 D
Common Stock 02/04/2017 F 1,702 D $56.45 69,199(1) D
Common Stock 589.9684 I By 401(k)
Common Stock 10.1459 I By ESPP
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
Restricted Stock Units $0.0000 02/02/2017 M 13,158 (2) (2) Common Stock 13,158 $0.0000 74,055 D
Restricted Stock Units $0.0000 02/03/2017 M 7,875 (2) (2) Common Stock 7,875 $0.0000 66,180 D
Restricted Stock Units $0.0000 02/04/2017 M 3,430 (2) (2) Common Stock 3,430 $0.0000 62,750 D
Stock Option (right to buy)(3) $39.04 02/13/2009(4) 02/13/2018 Common Stock 19,447 19,447 D
Stock Option (right to buy)(3) $41.33 02/09/2012(4) 02/09/2021 Common Stock 26,247 26,247 D
Stock Option (right to buy)(3) $45.32 02/06/2013(4) 02/06/2022 Common Stock 32,198 32,198 D
Stock Option (right to buy)(3) $51.78 02/04/2014(4) 02/04/2023 Common Stock 34,567 34,567 D
Stock Option (right to buy)(3) $62.33 02/04/2015(4) 02/04/2024 Common Stock 32,926 32,926 D
Stock Option (right to buy)(5) $63.49 02/03/2016(6) 02/03/2025 Common Stock 75,602 75,602 D
Stock Option (right to buy)(7) $68.91 02/14/2008(4) 02/14/2017 Common Stock 9,149 9,149 D
Explanation of Responses:
1. On 2/2/2017, 13,158 restricted stock units vested; on 2/3/2017, 7,875 restricted stock units vested; on 2/4/2017, 3,430 restricted stock units vested. A total of 12,162 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 12,291 shares are now reflected as common stock.
2. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/4/2014 (granted pursuant to the 2009 Incentive Stock Plan) and 2/3/2015 and 2/2/2016 (granted 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. 2009 Incentive Stock Plan.
4. All options are currently exercisable.
5. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
6. 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.
7. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.
/s/ Stephen W. Boettinger, as Power of Attorney 02/06/2017
** 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.