HARMONIC INC. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2011-02-24

Reporting Person: Bonasera Charles (Vice President, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	M	25000	$8.38	Acquired	51210	Direct
2011-02-24	Common Stock	S	25000	$9.2942	Disposed	26210	Direct
2011-02-24	Common Stock	M	23297	$8.20	Acquired	49507	Direct
2011-02-24	Common Stock	S	23297	$9.3031	Disposed	26210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Right to buy	$8.38	M	25000	Disposed	2013-11-06	Common Stock (25000)	Direct
2011-02-24	Right to buy	$8.20	M	23297	Disposed	2014-05-01	Common Stock (23297)	Direct

Footnotes

F1: 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.

F2: Twenty-five percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one forty eighth of the Shares subject to the Option vested monthly thereafter.