Sec Form 4 Filing - Olin John A @ HARLEY-DAVIDSON, INC. - 2020-11-09

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 _____ Officer (give title below) X __ Other (specify below) Former SVP & CFO (Last) (First) (Middle) 7700 N. CLUB CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2020 (Street) FOX POINT, WI53217 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 11/09/2020 S( 1 ) 13,500 D $ 36.34 78,502 D Common Stock 11/09/2020 S( 1 ) 2,901 D $ 33.5106 ( 2 ) 75,601 D Common Stock 11/09/2020 S( 1 ) 63,476 D $ 33.9912 ( 3 ) 12,125 D Common Stock 11/09/2020 S( 1 ) 12,125 D $ 34.9373 ( 4 ) 0 D Common Stock 947.8999 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) ( 5 ) $ 41.33 02/09/2012( 6 ) 02/09/2021 Common Stock 13,059 13,059 D Stock Option (right to buy) ( 5 ) $ 45.32 02/06/2013( 6 ) 02/06/2022 Common Stock 20,194 20,194 D Stock Option (right to buy) ( 5 ) $ 51.78 02/04/2014( 6 ) 02/04/2023 Common Stock 22,825 22,825 D Stock Option (right to buy) ( 7 ) $ 62.33 02/04/2015( 6 ) 07/09/2023 Common Stock 22,726 22,726 D Stock Option (right to buy) ( 7 ) $ 63.49 02/03/2016( 6 ) 07/09/2023 Common Stock 25,453 25,453 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Olin John A 7700 N. CLUB CIRCLE FOX POINT, WI53217 Former SVP & CFO Signatures /s/ John A. Olin 11/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's sale of the issuer's Common Stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 13,500 shares, with the Reporting Person's May 13, 2020 purchase of 13,500 shares of the issuer's Common Stock at an average weighted price of $19.0203 per share. However, the Reporting Person previously disgorged to the issuer profits on the May 13, 2020 purchase of 13,500 shares of the issuer's Common Stock that were matchable to a sale of the issuer's Common Stock that occurred on November 26, 2019 at prices ranging from $37.04 to $37.185. Because the transactions reported herein occurred at prices lower than $37.04, these transactions did not generate any additional profits subject to disgorgement to the issuer. ( 2 )The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.46 to $33.57 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote. ( 3 )The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from per $33.58 to $34.57 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote. ( 4 )The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.58 to $35.57 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote. ( 5 )Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan ( 6 )All options are currently exercisable ( 7 )Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan

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