HARMONIC INC. — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2011-02-15

Reporting Person: Bonasera Charles (Vice President, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	A	10500	$0.00	Acquired	36750	Direct
2011-02-15	Common Stock	F	4029	$9.63	Disposed	32721	Direct
2011-02-15	Common Stock	A	4375	$0.00	Acquired	37096	Direct
2011-02-15	Common Stock	F	1827	$9.63	Disposed	35229	Direct
2011-02-16	Common Stock	S	8819	$9.743	Disposed	26410	Direct
2011-02-16	Common Stock	S	200	$9.74	Disposed	26210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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	4375	Disposed	2013-02-15	Common Stock (4375)	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 17,500 unvested shares which remain subject to Restricted Stock Units from the Restricted Stock Unit grant that was made to Mr. Bonasera on 2/24/2009, previously identified on a Form 4 filed 2/26/2009.