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HARMONIC INC. Director's Dealing 2012

Feb 17, 2012

32122_dirs_2012-02-17_5b25ec2f-18bc-4007-a4be-d5ed143b0124.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: 2012-02-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-15 Common Stock A 3600 $0.00 Acquired 17128 Direct
2012-02-15 Common Stock F 1320 $6.27 Disposed 15808 Direct
2012-02-15 Common Stock A 1750 $0.00 Acquired 17558 Direct
2012-02-15 Common Stock F 641 $6.27 Disposed 16917 Direct
2012-02-15 Common Stock A 7500 $0.00 Acquired 24417 Direct
2012-02-15 Common Stock F 3071 $6.27 Disposed 21670 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-15 Restricted Stock Units $0.00 M 3600 Disposed 2014-02-15 Common Stock (3600) Direct
2012-02-15 Restricted Stock Units $0.00 M 1750 Disposed 2014-02-15 Common Stock (1750) Direct
2012-02-15 Restricted Stock Units $0.00 M 7500 Disposed 2015-02-15 Common Stock (7500) Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2012. 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 2/15/2012. 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: These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2012. These restricted stock units were initially granted to Mr. Carrington on 3/4/2011, and were identified on a Form 4 filed by Mr. Carrington on 3/8/2011.

F5: Includes 324 shares of common stock acquired in the company's Section 16-b exempt employee stock purchase plan on 1/3/2012.