HARMONIC INC. — Director's Dealing 2010

May 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-05-14

Reporting Person: DICKSON ROBIN N (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-14	Common Stock	A	5000	$0.00	Acquired	129917	Direct
2010-05-14	Common Stock	F	1834	$5.73	Disposed	128083	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-14	Restricted Stock Units	$0.00	D	5000	Disposed	2010-05-14	Common Stock (5000)	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 5/14/2010. These restricted stock units were initially granted to the Reporting Person on 2/19/2010, and were identified on a Form 4 filed
by the Reporting Person on 2/23/2010.

F2: Shares of Harmonic Inc. common stock withheld by Harmonic Inc. to satisfy tax withholding obligation upon vesting of restricted stock units.