HARMONIC INC. — Director's Dealing 2010

Nov 1, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-10-29

Reporting Person: Vasudevan Suresh (President of Omneon)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	311730	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00		Common Stock (315678)		Direct

Footnotes

F1: These Restricted Stock Units converted from Omneon, Inc. Restricted Stock Units to Harmonic Inc. Restricted Stock Units in connection with Harmonic's acquisition of Omneon, which was consummated on September 15, 2010. 24,283 shares vest on the 26th of each month.

F2: Each restricted stock unit represents a contingent right to receive one share of Harmonic common stock.