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HARMONIC INC. Director's Dealing 2011

Mar 8, 2011

32122_dirs_2011-03-08_0c9a3fe7-54f9-4332-853c-ae2b045d9c6d.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: 2011-03-04

Reporting Person: AVER CAROLYN V (Chief Financial Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-04 Restricted Stock Units $0.00 A 40000 Acquired 2015-02-15 Common Stock (40000) Direct
2011-03-04 Right to buy $9.69 A 80000 Acquired 2015-02-15 Common Stock (80000) Direct

Footnotes

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

F2: Twenty five percent of the shares subject to the restricted stock units are scheduled to vest on February 15, 2012, and twelve and one half percent of the restricted stock units are scheduled to vest on each of August 15, 2012, February 15, 2013, August 15, 2013, February 15, 2014, August 15, 2014 and February 15, 2015.

F3: Twenty-five percent of the Shares subject to the Option are scheduled to vest twelve months after the Vesting Commencement Date, and one forty eighth of the Shares subject to the Option are scheduled to vest monthly thereafter.