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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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WANDELL KEITH E
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2. Issuer Name
and
Ticker or Trading Symbol
HARLEY DAVIDSON INC
[
HOG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2012
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(Street)
MILWAUKEE, WI 53208
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/1/2012
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F
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19567.0000
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D
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$53.3100
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82213.0000
(1)
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D
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Common Stock (restricted stock)
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123905.0000
(2)
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D
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Common Stock
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795.3436
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I
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By 401(k)
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Common Stock
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500.0000
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I
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By IRA
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
(3)
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$45.3200
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2/6/2013
(4)
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2/6/2022
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Common Stock
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110032.0000
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110032.0000
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D
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Stock Option (right to buy)
(3)
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$41.3300
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2/9/2012
(4)
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2/9/2021
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Common Stock
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119545.0000
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119545.0000
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D
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Stock Option (right to buy)
(3)
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$22.6300
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2/10/2011
(4)
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2/10/2020
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Common Stock
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195308.0000
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195308.0000
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D
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Stock Option (right to buy)
(3)
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$21.5200
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5/1/2010
(5)
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5/1/2019
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Common Stock
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227102.0000
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227102.0000
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D
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Explanation of Responses:
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(
1)
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On May 1, 2012, 44,269 shares of restricted stock vested, 19,567 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 24,702 shares are now reflected as common stock.
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(
2)
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The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. The restricted stock granted on 5/01/09 vests at the rate of 33-1/3% per year beginning on 4/30/11. One-third of the shares of restricted stock granted on 2/6/12, 2/9/11 and 2/10/10 vest on each of the first three anniversaries of the date of grant and the shares are subject to forfeiture until vested. On May 1, 2012, 44,269 shares of restricted stock vested, 19,567 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 24,702 shares are now reflected as common stock.
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(
3)
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Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan
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(
4)
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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.
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(
5)
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Options granted pursuant to the Harley-Davidson, Inc. 2009 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WANDELL KEITH E
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI 53208
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X
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President & CEO
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Signatures
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Paul J. Jones, as power of attorney
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5/3/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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