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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000921895-21-002863 0001364412 XXXXXXXX LIVE 2 Common Stock, $0.01 par value 04/07/2025 false 0000793952 412822108 HARLEY-DAVIDSON, INC. 3700 W JUNEAU AVE MILWAUKEE WI 53208 Rehan Jaffer 212-265-4200 H PARTNERS MANAGEMENT, LLC 888 Seventh Ave., 29th Floor New York NY 10019 ANDREW M. FREEDMAN, ESQ. 212-451-2250 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001364412 N H PARTNERS MANAGEMENT, LLC b OO N DE 0.00 11300000.00 0.00 11300000.00 11300000.00 N 9.1 OO 0001364501 N JAFFER REHAN b OO N X1 0.00 11300000.00 0.00 11300000.00 11300000.00 N 9.1 IN Common Stock, $0.01 par value HARLEY-DAVIDSON, INC. 3700 W JUNEAU AVE MILWAUKEE WI 53208 Item 3 is hereby amended and restated in its entirety to read as follows: The Shares purchased by certain affiliated funds managed by H Partners Management were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 11,300,000 Shares beneficially owned by H Partners Management is approximately $330,879,709, excluding brokerage commissions. Item 4 is hereby amended to add the following: On April 5, 2025, Jared Dourdeville, who had been serving as a director of the Issuer since February 2022, submitted a letter of resignation to the Board citing disagreements with the Issuer's board of directors (the "Board") relating to, among other things, certain policies, practices and procedures of the Board, a redacted version of which is attached hereto as Exhibit 99.1. In accordance with Section 2 of that certain Cooperation Agreement by and among the Issuer, the Reporting Persons and Jared Dourdeville, dated February 2, 2022, H Partners' standstill obligations will expire on April 15, 2025. Item 5(a) is hereby amended and restated in its entirety to read as follows: As of April 9, 2025, the Reporting Persons beneficially own an aggregate of 11,300,000 Shares, or approximately 9.1% of the 123,703,389 Shares outstanding as of March 6, 2025, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2025. 1) H Partners Management beneficially owns 11,300,000 Shares, constituting approximately 9.1% of the Shares outstanding. 2) Mr. Jaffer, as the managing member of H Partners Management, may be deemed to beneficially own 11,300,000 Shares, constituting approximately 9.1% of the Shares outstanding. The filing of this Amendment No. 2 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated in its entirety to read as follows: H Partners Management and Mr. Jaffer may be deemed to have sole voting power and sole investment power with respect to all the Shares reported beneficially owned herein. Item 5(c) is hereby amended and restated in its entirety to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. Item 7 is hereby amended to add the following exhibit: 99.1 - Letter of Resignation, dated April 5, 2025 H PARTNERS MANAGEMENT, LLC /s/ Rehan Jaffer Rehan Jaffer, Managing Member 04/09/2025 JAFFER REHAN /s/ Rehan Jaffer Rehan Jaffer 04/09/2025