Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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HARLEY-DAVIDSON, INC. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
412822108 (CUSIP Number) |
Rehan Jaffer H PARTNERS MANAGEMENT, LLC, 888 Seventh Ave., 29th Floor New York, NY, 10019 212-265-4200 ANDREW M. FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 412822108 |
| 1 |
Name of reporting person
H PARTNERS MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 412822108 |
| 1 |
Name of reporting person
JAFFER REHAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
HARLEY-DAVIDSON, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
3700 W JUNEAU AVE, MILWAUKEE,
WISCONSIN
, 53208. |
| Item 3. | Source and Amount of Funds or Other Consideration |
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. | Purpose of Transaction |
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. | Interest in Securities of the Issuer |
| (a) | 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. |
| (b) | 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. |
| (c) | 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. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:99.1 - Letter of Resignation, dated April 5, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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