| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HARLEY DAVIDSON INC [ HOG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/03/2016 | M | 1,092 | A | $0.0000 | 1,092 | D | |||
| Common Stock | 02/03/2016 | F | 441 | D | $39.85 | 651(1) | D | |||
| Common Stock (restricted stock) | 1,144(2) | D | ||||||||
| Common Stock | 2,088.0246 | I | By 401(k) | |||||||
| Common Stock | 528.3997 | I | by spouse's 401(k) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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(3) | $0.0000 | 02/02/2016 | A | 8,029 | (4) | (4) | Common Stock | 8,029 | $0.0000 | 23,352 | D | ||||
| Restricted Stock Units(3) | $0.0000 | 02/03/2016 | M | 1,092 | (5) | (5) | Common Stock | 1,092 | $0.0000 | 22,260 | D | ||||
| Stock Option (right to buy)(3) | $63.49 | 02/03/2016(6) | 02/03/2025 | Common Stock | 10,484 | 10,484 | D | ||||||||
| Stock Option (right to buy)(7) | $51.78 | 02/04/2014(8) | 02/04/2023 | Common Stock | 10,980 | 10,980 | D | ||||||||
| Stock Option (right to buy)(7) | $62.33 | 02/04/2015(8) | 02/04/2024 | Common Stock | 9,823 | 9,823 | D | ||||||||
| Stock Option (right to buy)(7) | $45.32 | 02/06/2013(9) | 02/06/2022 | Common Stock | 8,920 | 8,920 | D | ||||||||
| Stock Option (right to buy)(7) | $41.33 | 02/09/2012(9) | 02/09/2021 | Common Stock | 12,011 | 12,011 | D | ||||||||
| Stock Option (right to buy)(10) | $39.04 | 02/13/2009(9) | 02/13/2018 | Common Stock | 5,736 | 5,736 | D | ||||||||
| Stock Option (right to buy)(10) | $51.46 | 02/14/2007(9) | 02/14/2016 | Common Stock | 2,019 | 2,019 | D | ||||||||
| Stock Option (right to buy)(10) | $68.91 | 02/14/2008(9) | 02/14/2017 | Common Stock | 2,934 | 2,934 | D | ||||||||
| Explanation of Responses: |
| 1. On 2/3/2016, 1,092 restricted stock units vested. 441 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 651 shares are now reflected as common stock. |
| 2. The restricted stock granted 2/4/13 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock vest on each of the first three anniversaries of the date of grant. |
| 3. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan. |
| 4. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/2/2016 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested. |
| 5. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/3/2015, vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested. |
| 6. 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. |
| 7. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan |
| 8. 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. |
| 9. All options are currently exercisable. |
| 10. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. |
| Rebecca W. House, as power of attorney | 02/04/2016 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
