SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

         DIVISION OF
    CORPORATION FINANCE

March 23, 2020

Robert J. Bishop
Managing Principal and Managing Member
Impala Asset Management LLC
107 Cherry Street, 2nd Floor
New Canaan, CT 06840

 Re: Harley -Davidson, Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 1 7, 2020  by Impala Asset Management LLC, et al.
  File No.  001-09183

Dear M r. Bishop,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional commen ts.

Schedule 14A

General

1. Please refer to the following statement  appearing on page three :  “[a]s of the date hereof, the
Participants beneficially owned  3,131,405 shares of  Common Stock in the aggregate …”
Assuming that  the term “hereof ” as used in this context relates to the approximate date upon
which the proxy statement is expected to be mailed, and that date is at present unknown,
please advise us, with a view toward revised disclosure, how this amount will be affirme d.

Background of this proxy solicitation, page 4

2. Please disclos e how the participants concluded  that they owned an “average ” of
“approximately two million shares ” since 2008.  Please take into account publicly available
information disclosed in Form 13F filings, including whether  or not  the amoun t of beneficial
ownership has  dropped to zero within the past fourteen months.   See Rule 14a -9.

Robert J. Bishop
Impala Asset Management  LLC
March  23, 2020
Page 2

 Reasons for this proxy solicitation, page 5

3. Please provide us with the support for the assertion that “the Board compensat ed” the then -
CEO  in the increased amount specified.  Alternatively, please revise to remove the
implication that the Board specifically authoriz ed a compensation increase of 20%.

Our Director Nominees, page 6

4. The inclusion of the numeric age of the director nominees together with the address of these
candidates is at risk of not being readily discernable by reasonable shareholders.  Please
revise to remove  the implication that the age s and business address es have been intentionally
conflated out of an interest in obfuscating the age of such candidates. See Rule 14a -5(a).

Vote  Required, page 8

5. Please advise us, with a view towards revised disclosure, of the bas is upon which the
participants have  relied to conclude that broker non -votes may exist in the instant solicitation
with respect to any of the proposals.   Please make conforming changes throughout the filing.

Proposa l 2:  Advisory Vote on the Compensation of Named Executive Officers, page 9

6. Please refer to the following assertion:  “Harley -Davidson allowed several of its senior
executives to use Harley -Davidson’s privately owned jets fo r the executive’s personal use,
which we believe is both a waste of corporate resources and an extravagant perquisite .”
Please provide us with the factual foundation for this allegation, including the basis for the
implied belief that the executives do not reimburse  the registrant, or delete  the contention .

7. Please refer to the following state ment:  “None of Mr. Zeitz’s compensation is tied to his
performance as interim CEO. ”  Advise us, with a view toward revised disclosure, exactly
what is meant by the term “performance ” in this context.  If Mr. Zeitz is charged , in whole or
in part , with the responsibility of identifying, recruiting and hiring a new CEO, the n the  use
of the term “performance ” appears in need of clarifica tion and further qualification.

What are “broker non -votes” and what effect do they have on the Proposals?, page 1 4

8. Please refer to the following representation:  “ broker non -votes occur when shares held by a
broker, bank or other nominee in ‘Street Name’  for a beneficial owner are not voted with
respect to a particular proposal because the broker, bank, or other nom inee has not received
voting instructions from the beneficial owner …”  Please advise us of the legal  basis upon
which the participants have  relied to conclude that persons other than brokers, such as banks
and other holders of record, may be ineligible to  vote shares in the absence of instructions
timely transmitted by beneficial owners .  Alternatively, please revise to remove the
implication that banks and other holders of record are the equivalent of brokers and thus
might not vote absent instructions fr om beneficial owners.  See Item 21(b) of Schedule 14A.

Robert J. Bishop
Impala Asset Management  LLC
March  23, 2020
Page 3

 Form of Proxy

9. The place holders reserved for the “Excluded Company Nominees ”, at present,  indicate  that
the participants will not vote for seven of the registrant ’s nine director  nominee s instead of
the two unnamed persons planned.  Please revise  to remove this unintended implication .

 We remind you that the participants are  responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Eleazer Klein , Esq.
            Brandon Gold , Esq.