SEC FORM 4

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^*

LEVATICH MATTHEW S

(Last)

(First)

(Middle)

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE

(Street)

MILWAUKEE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								56,898	D
Common Stock								589.9684	I	By 401(k)
Common Stock								10.1459	I	By ESPP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	$0.0000	02/01/2017		A		28,557		⁽²⁾	⁽²⁾	Common Stock	28,557	$0.0000	87,213	D
Stock Option (right to buy)⁽³⁾	$39.04							02/13/2009⁽⁴⁾	02/13/2018	Common Stock	19,447		19,447	D
Stock Option (right to buy)⁽⁵⁾	$41.33							02/09/2012⁽⁴⁾	02/09/2021	Common Stock	26,247		26,247	D
Stock Option (right to buy)⁽⁵⁾	$45.32							02/06/2013⁽⁴⁾	02/06/2022	Common Stock	32,198		32,198	D
Stock Option (right to buy)⁽⁵⁾	$51.78							02/04/2014⁽⁴⁾	02/04/2023	Common Stock	34,567		34,567	D
Stock Option (right to buy)⁽⁵⁾	$62.33							02/04/2015⁽⁶⁾	02/04/2024	Common Stock	32,926		32,926	D
Stock Option (right to buy)⁽¹⁾	$63.49							02/03/2016⁽⁷⁾	02/03/2025	Common Stock	75,602		75,602	D
Stock Option (right to buy)⁽³⁾	$68.91							02/14/2008⁽⁴⁾	02/14/2017	Common Stock	9,149		9,149	D

Explanation of Responses:

1. Granted pursuant to the Harley-Davidson, Inc. 2014 Incentive Stock Plan.

2. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 2/1/2017 vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

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

4. All options are currently exercisable.

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

6. 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.

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.

Remarks:

levatichpoa.txt

	/s/ Stephen W. Boettinger, as Power of Attorney	02/03/2017
	** 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).
** 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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