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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CALAWAY TONIT M (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) VP, Human Resources
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2012
	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	02/09/2012		F		233	D	$46.56	1,872(1)	D
Common Stock	02/10/2012		F		409	D	$46.09	2,568(2)	D
Common Stock (restricted stock)								10,958(3)	D
Common Stock								1,714.8914	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
Stock Option (right to buy)(4)	$45.32							02/06/2013(5)	02/06/2022	Common Stock	10,309		10,309	D
Stock Option (right to buy)(4)	$41.33							02/09/2012(5)	02/09/2021	Common Stock	5,807		5,807	D
Stock Option (right to buy)(6)	$52.45							02/10/2005(7)	02/10/2014	Common Stock	591		591	D
Stock Option (right to buy)(4)	$22.63							02/10/2011(8)	02/10/2020	Common Stock	17,070		17,070	D
Stock Option (right to buy)(9)	$12.3							02/12/2010(10)	02/12/2019	Common Stock	5,390		5,390	D
Stock Option (right to buy)(9)	$39.04							02/13/2009(10)	02/13/2018	Common Stock	4,302		4,302	D
Stock Option (right to buy)(9)	$51.46							02/14/2007(7)	02/14/2016	Common Stock	1,024		1,024	D
Stock Option (right to buy)(9)	$68.91							02/14/2008(10)	02/14/2017	Common Stock	3,198		3,198	D
Stock Option (right to buy)(9)	$61.2							02/15/2006(7)	02/15/2015	Common Stock	876		876	D

Explanation of Responses:

1. On 2/9/2012, 605 shares of restricted stock vested. 233 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 372 shares are now reflected as common stock.

2. On 2/10/2012, 1105 shares of restricted stock vested. 409 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 696 shares are now reflected as common stock.

3. Restricted stock granted 2008 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/13/08 are subject to forfeiture until completion of a four year vesting period. The shares of restricted stock granted 2/10/10, 2/9/11 and 2/6/12 were 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 and the shares are subject to forfeiture until vested. On 2/9/2012, 605 shares of restricted stock vested. 233 shares were withheld to pay the tax withholding associated with the vesting. On 2/10/2012, 1105 shares of restricted stock vested. 409 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 1068 shares are now reflected as common stock.

4. Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

5. 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.

6. Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

7. All options are currently exercisable.

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 from the date of grant.

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

10. Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

	Paul J. Jones, as power of attorney	02/13/2012
	** 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.