Sec Form 4 Filing - LEVATICH MATTHEW S @ HARLEY DAVIDSON INC - 2016-02-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LEVATICH MATTHEW S
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
(Last) (First) (Middle)
HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2016
(Street)
MILWAUKEE, WI53208
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/03/2016 M 7,875 A $ 0 55,115 D
Common Stock 02/03/2016 F 2,786 D $ 39.85 52,329 ( 1 ) D
Common Stock (restricted stock) 3,601 ( 2 ) D
Common Stock 404.2154 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 3 ) $ 0 02/02/2016 A 39,475 ( 4 ) ( 4 ) Common Stock 39,475 $ 0 69,961 D
Restricted Stock Units ( 3 ) $ 0 02/03/2016 M 7,875 ( 5 ) ( 5 ) Common Stock 7,875 $ 0 62,086 D
Stock Option (right to buy) ( 3 ) $ 63.49 02/03/2016( 6 ) 02/03/2025 Common Stock 75,602 75,602 D
Stock Option (right to buy) ( 7 ) $ 51.78 02/04/2014( 8 ) 02/04/2023 Common Stock 34,567 34,567 D
Stock Option (right to buy) ( 7 ) $ 62.33 02/04/2015( 8 ) 02/04/2024 Common Stock 32,926 32,926 D
Stock Option (right to buy) ( 7 ) $ 45.32 02/06/2013( 9 ) 02/06/2022 Common Stock 32,198 32,198 D
Stock Option (right to buy) ( 7 ) $ 41.33 02/09/2012( 9 ) 02/09/2021 Common Stock 26,247 26,247 D
Stock Option (right to buy) ( 10 ) $ 39.04 02/13/2009( 9 ) 02/13/2018 Common Stock 19,447 19,447 D
Stock Option (right to buy) ( 10 ) $ 68.91 02/14/2008( 9 ) 02/14/2017 Common Stock 9,149 9,149 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEVATICH MATTHEW S
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
X President & CEO
Signatures
Rebecca W. House, as power of attorney 02/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 2/3/2016, 7,875 restricted stock units vested. 2,786 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5,089 shares are now reflected as common stock.
( 2 )The restricted stock granted 2/4/13 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.
( 3 )Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
( 4 )Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/2/2016 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
( 5 )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 and 2/4/2015 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
( 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. 2009 Incentive Stock Plan
( 8 )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.
( 9 )All options are currently exercisable.
( 10 )Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

Remarks:
levatichpoa.txt

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