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HARMONIC INC. Director's Dealing 2011

Aug 17, 2011

32122_dirs_2011-08-17_d24c2ac1-c60e-4a5a-8fc9-bf76df06f0b7.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: 2011-08-15

Reporting Person: Carrington Mark (Sr. VP of Worldwide Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-08-15 Common Stock A 3600 $0.00 Acquired 11364 Direct
2011-08-15 Common Stock F 1320 $5.58 Disposed 10044 Direct
2011-08-15 Common Stock A 1750 $0.00 Acquired 11794 Direct
2011-08-15 Common Stock F 641 $5.58 Disposed 11153 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-08-15 Restricted Stock Units $0.00 M 3600 Disposed 2014-02-15 Common Stock (3600) Direct
2011-08-15 Restricted Stock Units $0.00 M 1750 Disposed 2014-02-15 Common Stock (1750) Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 8/15/2011. These restricted stock units were initially granted to Mr. Carrington on 1/4/2010, and were identified on a Form 3 filed by Mr. Carrington on 2/14/2011.

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

F3: These shares of common stock were acquired upon the vesting of restricted stock units on 8/15/2011. These restricted stock units were initially granted to Mr. Carrington on 2/19/2010, and were identified on a Form 3 filed by Mr. Carrington on 2/14/2011.

F4: Includes 186 shares of common stock acquired in the company's Section 16-b exempt employee stock purchase plan on 7/1/2011.