HARMONIC INC. — Director's Dealing 2010

Feb 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2010-02-15

Reporting Person: Haltmayer Neven (Vice President, R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-15	Common Stock	A	10500	$0.00	Acquired	42000	Direct
2010-02-15	Common Stock	F	4596	$6.13	Disposed	37404	Direct
2010-02-17	Common Stock	S	1950	$6.15	Disposed	35454	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-15	Restricted Stock Units	$0.00	D	10500	Disposed	2013-02-15	Common Stock (10500)	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2010. These restricted stock units were initially granted to the Reporting Person on 2/24/2009, and were identified on a Form 4 filed
by the Reporting Person on 2/26/2009.

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

F3: Per 10b5-1 Plan dated November 20, 2009.