Sec Form 4 Filing - Thomas James Darrell @ HARLEY-DAVIDSON, INC. - 2020-08-07

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 Thomas James Darrell 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) VP - Interim CFO and Treasurer (Last) (First) (Middle) HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2020 (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 08/07/2020 M 2,228 A $ 24.01 23,772 D Common Stock 08/07/2020 S 2,228 D $ 25.86 21,544 D Common Stock 1,441 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 Stock Option (right to buy) ( 1 ) $ 24.01 08/07/2020 M 2,228 08/26/2011( 2 ) 08/26/2020 Common Stock 2,228 $ 24.01 0 D Restricted Stock Units $ 0 02/01/2020( 3 ) 02/01/2022( 3 ) Common Stock 2,831 2,831 D Restricted Stock Units $ 0 02/02/2019( 4 ) 02/02/2021( 4 ) Common Stock 1,062 1,062 D Restricted Stock Units $ 0 02/05/2021( 5 ) 02/05/2023( 5 ) Common Stock 4,403 4,403 D Restricted Stock Units $ 0 08/01/2021( 6 ) 08/01/2022( 6 ) Common Stock 7,000 7,000 D Stock Option (right to buy) ( 1 ) $ 41.33 02/09/2012( 2 ) 02/09/2021 Common Stock 5,884 5,884 D Stock Option (right to buy) ( 1 ) $ 45.32 02/06/2013( 2 ) 02/06/2022 Common Stock 6,049 6,049 D Stock Option (right to buy) ( 1 ) $ 51.78 02/04/2014( 2 ) 02/04/2023 Common Stock 5,541 5,541 D Stock Option (right to buy) ( 7 ) $ 62.33 02/04/2015( 2 ) 02/04/2024 Common Stock 4,963 4,963 D Stock Option (right to buy) ( 7 ) $ 63.49 02/03/2016( 2 ) 02/03/2025 Common Stock 5,376 5,376 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas James Darrell HARLEY-DAVIDSON, INC. 3700 WEST JUNEAU AVENUE MILWAUKEE, WI53208 VP - Interim CFO and Treasurer Signatures /s/ Paul J. Krause, as Power of Attorney 08/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. ( 2 )All options are currently exercisable. ( 3 )On February 1, 2019, the Reporting Person was granted 4,246 restricted stock units vesting with respect to 1,415 shares on February 1, 2020 and February 1, 2021, and 1,416 shares on February 1, 2022. ( 4 )On February 2, 2018, the Reporting Person was granted 3,184 restricted stock units vesting with respect to 1,061 shares on February 2, 2019 and February 2, 2020, and 1,062 shares on February 2, 2021. ( 5 )On February 5, 2020, the Reporting Person was granted 4,403 restricted stock units vesting with respect to 1,467 shares on February 5, 2021, and 1,468 shares on February 5, 2020 and February 5, 2023. ( 6 )On August 1, 2019, the Reporting Person was granted 7,000 restricted stock units vesting with respect to 3,500 shares on August 1, 2021 and August 1, 2022. ( 7 )Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

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).

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