SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Root Jonathan R

(Last) (First) (Middle)
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2020
3. Issuer Name and Ticker or Trading Symbol
HARLEY-DAVIDSON, INC. [ HOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - HDFSI
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,396 D
Common Stock 7,912.967 I By 401(k)
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 Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/01/2020(1) 02/02/2022(1) Common Stock 1,354 0.0000 D
Restricted Stock Units 02/02/2019(2) 02/02/2021(2) Common Stock 503 0.0000 D
Restricted Stock Units 02/05/2021(3) 02/05/2023(3) Common Stock 2,106 0.0000 D
Restricted Stock Units 08/01/2020(4) 08/01/2021(4) Common Stock 2,000 0.0000 D
Explanation of Responses:
1. On February 1, 2019, the Reporting Person was granted 2,031 restricted stock units vesting with respect to 677 shares on February 1, 2020, February 1, 2021 and February 1, 2022.
2. On February 2, 2018, the Reporting Person was granted 1,508 restricted stock units vesting with respect to 502 shares on February 2, 2019 and 503 shares on February 2, 2020 and February 2, 2021.
3. On February 5, 2020, the Reporting Person was granted 2,106 restricted stock units vesting with respect to 702 shares on February 5, 2021, February 5, 2022 and February 5, 2023.
4. On August 1, 2018, the Reporting Person was granted 2,000 restricted stock units vesting with respect to 1,000 shares on August 1, 2020 and August 1, 2021.
Remarks:
rootpoa.txt
/s/ Paul J. Krause, as Power of Attorney 06/01/2020
** 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.
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Paul J. Krause and John A. Olin, or either
of them acting singly and with full power of substitution, 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 or director or both of Harley-Davidson, Inc. (the Company),
any and all Form IDs, Forms 3, 4 and 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;
      3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed
by this Limited Power of Attorney and approves and ratifies any such release of
information; and
      4. take any other action 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 or for, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure 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 required, 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 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
Limited Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request and on the behalf of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with, or any liability for the
failure to comply with, any provision of Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigneds holdings of and transaction in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to
each of the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 27th day of May, 2020.

Signed and acknowledged:

/s/ Jonathan Root