Sec Form 4 Filing - Olin John A @ HARLEY DAVIDSON INC - 2017-02-01

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
Olin John A
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 & CFO
(Last) (First) (Middle)
HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2017
(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 32,175 D
Common Stock 312.0076 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 (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 ( 1 ) $ 0 02/01/2017 A 9,360 ( 2 ) ( 2 ) Common Stock 9,360 $ 0 30,115 D
Stock Option (right to buy) ( 3 ) $ 12.3 02/12/2010( 4 ) 02/12/2019 Common Stock 12,587 12,587 D
Stock Option (right to buy) ( 5 ) $ 22.63 02/10/2011( 4 ) 02/10/2020 Common Stock 44,465 44,465 D
Stock Option (right to buy) ( 5 ) $ 28.54 10/19/2010( 4 ) 10/19/2019 Common Stock 30,000 30,000 D
Stock Option (right to buy) ( 3 ) $ 39.04 02/13/2009( 4 ) 02/13/2018 Common Stock 28,760 28,760 D
Stock Option (right to buy) ( 5 ) $ 41.33 02/09/2012( 4 ) 02/09/2021 Common Stock 13,059 13,059 D
Stock Option (right to buy) ( 5 ) $ 45.32 02/06/2013( 4 ) 02/06/2022 Common Stock 20,194 20,194 D
Stock Option (right to buy) ( 5 ) $ 51.78 02/04/2014( 4 ) 02/04/2023 Common Stock 22,825 22,825 D
Stock Option (right to buy) ( 5 ) $ 62.33 02/04/2015( 6 ) 02/04/2024 Common Stock 22,726 22,726 D
Stock Option (right to buy) ( 1 ) $ 63.49 02/03/2016( 7 ) 02/03/2025 Common Stock 25,453 25,453 D
Stock Option (right to buy) ( 3 ) $ 68.91 02/14/2008( 8 ) 02/14/2017 Common Stock 6,111 6,111 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Olin John A
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
SVP & CFO
Signatures
/s/ Stephen W. Boettinger, as Power of Attorney 02/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.
( 2 )Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/1/2017 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. 2004 Incentive Stock Plan.
( 4 )All options are currently exercisable.
( 5 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.
( 6 )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.
( 7 )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.
( 8 )Options granted pursuant to the Harley-Davidson, Inc. 2004 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.

Remarks:
olinpoa.txt

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