HARMONIC INC. — Director's Dealing 2010

Feb 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-02-19

Reporting Person: DICKSON ROBIN N (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-19	Restricted Stock Units	$0.00	A	5000	Acquired		Common Stock (5000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.

F2: The shares subject to these restricted stock units are scheduled to vest in full on May 14, 2010.