Sec Form 4 Filing - WANDELL KEITH E @ HARLEY DAVIDSON INC - 2015-04-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WANDELL KEITH E 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 (Last) (First) (Middle) HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2015 (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 04/30/2015 M 20,322 A $ 0 162,547 ( 1 ) D Common Stock 04/30/2015 F 15,687 ( 2 ) D $ 56.21 146,860 ( 1 ) D Common Stock 1,425.715 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 (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 $ 0 04/30/2015 M 20,322 ( 3 ) ( 3 ) Common Stock 20,322 $ 0 0 ( 4 ) D Stock Option (right to buy) ( 5 ) $ 51.78 02/04/2014( 6 ) 02/04/2023 Common Stock 112,538 112,538 D Stock Option (right to buy) ( 5 ) $ 62.33 02/04/2015( 7 ) 02/04/2024 Common Stock 97,545 97,545 D Stock Option (right to buy) ( 5 ) $ 45.32 02/06/2013( 8 ) 02/06/2022 Common Stock 110,032 110,032 D Stock Option (right to buy) ( 5 ) $ 41.33 02/09/2012( 8 ) 02/09/2021 Common Stock 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WANDELL KEITH E HARLEY-DAVIDSON, INC. 3700 WEST JUNEAU AVENUE MILWAUKEE, WI53208 X Chairman, President & CEO Signatures Paul J. Jones, as power of attorney 05/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 4/30/2015 (close of business), 11,723 shares of restricted stock automatically vested due to the retirement of Mr. Wandell. 5739 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 5984 shares are now reflected as common stock. ( 2 )On 4/30/2015 (close of business), 11,723 shares of restricted stock and 20,322 shares of restricted stock units automatically vested, respectively, due to the retirement of Mr. Wandell . 5739 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock and 9948 shares of common stock were withheld to pay the tax withholding associated with the vesting of the restricted stock units. ( 3 )On 4/30/2015, 20,322 restricted stock unts vested automatically due to the retirement of Mr. Wandell. Each restricted stock unit represents a contingent right to receive one share of stock. ( 4 )On 4/30/2015 (close of business), Mr. Wandell retired as CEO and President of Harley-Davidson, Inc. Pursuant to the provisions of the Company's 2009 Incentive Stock Plan, 20,322 restricted stock units automatically vested as of close of business on 4/30/2015. Additionally, pursuant to the Company's 2014 Incentive Stock Plan, 31,863 restricted stock unts were forfeited. ( 5 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan ( 6 )On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 37,513 stock options automatically vested as of 4/30/2015 (close of business) ( 7 )On 4/30/2015 (close of business), Mr. Wandell retired as President and CEO of Harley-Davidson, Inc. Pursuant to the Company's 2009 Incentive Stock Plan, 65,030 stock options automatically vested as of 4/30/2015 (close of business). ( 8 )All options are currently exercisable.

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.