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HARMONIC INC. Director's Dealing 2010

Jun 3, 2010

32122_dirs_2010-06-03_6ca4534b-bf6e-4930-a903-c4c8d4045ab6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-06-01

Reporting Person: AVER CAROLYN V (Chief Financial Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-06-01 Restricted Stock Units $0.00 A 110000 Acquired Common Stock (110000) Direct
2010-06-01 Stock Option (right to buy) $5.73 A 220000 Acquired 2017-06-01 Common Stock (220000) Direct

Footnotes

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

F2: These restricted stock units (RSU's) will vest over a four (4) year period commencing June 1, 2010, with twenty-five percent (25%) of the shares subject to the RSU's vesting on May 15, 2011, and as to 12.5% of the shares subject to the RSUs, vesting on each May 15th and November 15th thereafter.

F3: Twenty-five percent of the shares of Harmonic Inc. common stock subject to the stock option are scheduled to vest twelve months after the vesting commencement date of June 1, 2010, and one forty eighth of the shares subject to the stock option are scheduled to vest on the 1st day of each month thereafter.