| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2009 | 3. Issuer Name and Ticker or Trading Symbol
HARLEY DAVIDSON INC
[HOG]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | SVP Human Resources |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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|---|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Stock Option (right to buy)
| 05/01/2010 | 05/01/2019 |
Common Stock
|
30,000
|
$
21.52
|
D
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| Explanation of Responses: |
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Remarks:
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| Tonit M. Calaway, as power of atty. | 06/24/2009 |
| ** 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 5(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. |
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
undersigned hereby constitutes and appoints each of Gail A. Lione, Edward M.
Krishok and Tonit M. Calaway, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the "Exchange Act") and Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act")), in the undersigned's capacity as an officer
and/or director of Harley-Davidson, Inc. or its affiliates (the "Company"), any
and all Forms 3, 4, 5 and/or 144, and any amendments thereto, that are necessary
or advisable for the undersigned to file under Section 16(a) of the Exchange
Act and Rule 144 of the Securities Act (collectively, "Documents");
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Documents
and timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is such attorney-in-fact's substitute or substitutes or
the Company assuming, any of the undersigned's responsibilities to comply with
the Exchange Act. The undersigned agrees to defend and hold harmless each
attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from
and against any and all loss, damage or liability that such attorney-in-fact may
sustain as a result of any action taken in good faith hereunder.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24 day of June, 2009.
/s/ Donna K. Martin
Signature
Print Name: Donna K. Martin