Sec Form 4 Filing - HUND LAWRENCE G @ HARLEY DAVIDSON INC - 2019-02-04

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
HUND LAWRENCE G
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)
President-HDFS
(Last) (First) (Middle)
HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2019
(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 02/05/2019 M 14,508 A $ 0 25,021 ( 1 ) D
Common Stock 02/05/2019 F 6,428 D $ 36.65 18,593 D
Common Stock 1,619 I By Wife
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 02/04/2019 M 10,224 ( 2 ) ( 2 ) Common Stock 10,224 $ 0 60,145 D
Restricted Stock Units $ 0 02/05/2019 M 14,508 ( 3 ) ( 3 ) Common Stock 14,508 $ 0 45,637 D
Stock Option (right to buy) ( 4 ) $ 22.63 02/10/2011( 5 ) 02/10/2020 Common Stock 13,073 13,073 D
Stock Option (right to buy) ( 6 ) $ 62.33 02/04/2015( 5 ) 02/04/2025 Common Stock 19,509 19,509 D
Stock Option (right to buy) ( 7 ) $ 63.49 02/03/2016( 5 ) 02/03/2025 Common Stock 20,950 20,950 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUND LAWRENCE G
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
President-HDFS
Signatures
/s/ Paul J. Jones, as Power of Attorney 02/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 7/17/2012, 5285 shares of restricted stock vested. 2191 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 3094 shares are now reflected as common stock. On 2/5/19 14,508 shares of restricted stock vested.
( 2 )Each restricted stock unit represents a contingent right to receive one share of stock. Units vest on the first three anniversaries of grant date. Units are subject to forfeiture until vested.
( 3 )Each restricted stock unit represents a contingent right to receive one share of stock. Units vest on the first three anniversaries of grant date. Units are subject to forfeiture until vested. 14,508 RSUs vested on 2/5/19.
( 4 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
( 5 )All options are currently exercisable.
( 6 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan.
( 7 )Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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