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"
- Peter Lynch
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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. 3)*
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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) |
04/16/2025 (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: |
| ||||||||
| 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)
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
| ||||||||
| 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 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:On April 16, 2025, the Reporting Persons filed a preliminary proxy statement and an accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit WITHHOLD votes on the election of Jochen Zeitz, the CEO and Chairman of the board of directors (the "Board") of the Issuer, Thomas Linebarger, Presiding Director of the Issuer, and Sara Levinson, a 29-year director, at the Issuer's upcoming 2025 annual meeting of shareholders (the "Annual Meeting").Also on April 16, 2025, the Reporting Persons issued a press release and open letter (the "Shareholder Letter") to shareholders of the Issuer announcing that they have launched the withhold campaign and urging shareholders to vote WITHHOLD on the election of Mr. Zeitz, Mr. Linebarger and Ms. Levinson. A copy of the Shareholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.As discussed in the Shareholder Letter, the Reporting Persons have been one of the largest shareholders of the Issuer for almost five years and have attempted to engage constructively with the Issuer over the course of their investment. Over the last year though, it has become clear to the Reporting Persons that (i) there have been significant execution issues at the Issuer, (ii) the CEO and Presiding Director have not been fully transparent with the rest of the Board, and (iii) certain members of the Board have been unable or unwilling to hold management accountable for the significant value destruction and other issues plaguing the Issuer, which the Reporting Persons and their Board representative attempted to privately address with the Issuer. However, as only one voice on a Board that included eight or nine members during his tenure, the Reporting Persons' Board representative had limited ability to influence the Board - an issue that was further exacerbated by the outsized influence that Mr. Linebarger and Mr. Zeitz exhibited over practically all Board topics or matters. As a result of the foregoing, the Reporting Persons have lost faith in the Board's ability to oversee the Issuer and act with the best interests of shareholders in mind.In addition, as stated in the letter, the Issuer's underperformance while Mr. Zeitz has served as the combined Chairman and CEO of the Issuer is hard to ignore. Since February 28, 2020, the date of Mr. Zeitz's appointment as Chairman and CEO, the Issuer has significantly underperformed the S&P 500 and the S&P 400 Consumer Discretionary Index, corresponding to the destruction of approximately $1.8 billion of shareholder value.As set forth in the Shareholder Letter, for the foregoing reasons, among others, the Reporting Persons have initiated a withhold campaign seeking to compel the resignations of Mr. Zeitz, Mr. Linebarger and Ms. Levinson, and to send a clear message to the Issuer that the Board must be reconstituted immediately. In the Shareholder Letter, the Reporting Persons also called on the Board to immediately remove Mr. Zeitz as CEO and appoint an internal senior leader as interim CEO until an external, permanent CEO is selected. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 - Shareholder Letter, dated April 16, 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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