Kumbier Michelle Form 4 HARLEY DAVIDSON / Michelle Kumbier ownership change

SEC Form 4

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^*

Kumbier Michelle

(Last) (First) (Middle)

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE

(Street)

MILWAUKEE WI 53208

(City) (State) (Zip)

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, Motor Co. Product & Ops

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/06/2017		S		3,049	D	$56.564	0.0000	D
Common Stock	02/07/2017		I(1)		1,707.9994	D	$56.61	601.409	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 (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	$0.0000							(2)	(2)	Common Stock	22,743		22,743	D
Restricted Stock Units	$0.0000							02/01/2020(3)	(3)	Common Stock	10,603		10,603	D
Stock Option (right to buy)(4)	$51.78							02/04/2014(5)	02/04/2023	Common Stock	10,980		10,980	D
Stock Option (right to buy)(4)	$62.33							02/04/2015(5)	02/04/2024	Common Stock	9,823		9,823	D
Stock Option (right to buy)(6)	$63.49							02/03/2016(7)	02/03/2025	Common Stock	10,484		10,484	D
Stock Option (right to buy)(8)	$68.91							02/14/2008(5)	02/14/2017	Common Stock	2,934		2,934	D

Explanation of Responses:

1. On February 7, 2017, Ms. Kumbier reallocated the funds in her 40l(k) account

2. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted and 2/3/2015, 2/2/2016 and 2/1/2017 (granted pursuant to the 2014 Incentive Stock Plan) vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

3. Each restricted stock unit (RSU) represents a contingent right to receive one share of stock. The RSUs granted vest in full after 3 years from the date of grant. Units are subject to forfeiture until vested.

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. 2014 Incentive Stock Plan.

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. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

	/s/ Stephen W. Boettinger, as Power of Attorney	02/08/2017
	** 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).
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