HARMONIC INC. — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2011-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock	A	3750	$0.00	Acquired	14903	Direct
2011-11-15	Common Stock	F	1375	$5.64	Disposed	13528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-15	Restricted Stock Units	$0.00	M	3750	Disposed	2014-11-15	Common Stock (3750)	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 11/15/2011. These restricted stock units were initially granted to the Reporting Person on 11/30/2010, and were identified on a Form 3 filed by the Reporting Person 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.