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HARMONIC INC. Director's Dealing 2011

Feb 16, 2011

32122_dirs_2011-02-16_10bbe5db-8770-46ae-97b3-7fa1e128c988.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: 2011-02-14

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-14 Common Stock M 38665 $5.87 Acquired 70610 Direct
2011-02-14 Common Stock S 38665 $9.9632 Disposed 31945 Direct
2011-02-14 Common Stock M 11000 $5.86 Acquired 42945 Direct
2011-02-14 Common Stock S 11000 $9.9632 Disposed 31945 Direct
2011-02-15 Common Stock A 10500 $0.00 Acquired 42445 Direct
2011-02-15 Common Stock F 3985 $9.63 Disposed 38460 Direct
2011-02-15 Common Stock A 5250 $0.00 Acquired 43710 Direct
2011-02-15 Common Stock F 2193 $9.63 Disposed 41517 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-14 Right to buy $5.87 M 38665 Disposed 2013-02-27 Common Stock (38665) Direct
2011-02-14 Right to buy $5.86 M 11000 Disposed 2015-05-03 Common Stock (11000) Direct
2011-02-15 Restricted Stock Units $0.00 M 10500 Disposed 2014-02-15 Common Stock (10500) Direct
2011-02-15 Restricted Stock Units $0.00 M 5250 Disposed 2013-02-15 Common Stock (5250) Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2011. These restricted stock units were initially granted to the Reporting Person on 2/19/2010, and were identified on a Form 4 filed by the Reporting Person on 2/19/2010.

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 2/15/2011. 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.

F4: Includes 21,000 unvested shares which remain subject to Restricted Stock Units from the Restricted Stock Unit grant that was made to Mr. Haltmayer on 2/24/2009, previously identified on a Form 4 filed 2/26/2009.