HARMONIC INC. — Director's Dealing 2010

Nov 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-11-19

Reporting Person: Vasudevan Suresh (President of Omneon)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-19	Restricted Stock Units	$0.00	A	100000	Acquired	2012-10-02	Common Stock (100000)	Direct

Footnotes

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

F2: Fifty percent of these shares subject to the restricted stock units are scheduled to vest on October 2, 2011, and twenty five percent of the restricted stock units are scheduled to vest on each of April 2, 2012 and October 2, 2012.