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HARMONIC INC. Director's Dealing 2012

Aug 17, 2012

32122_dirs_2012-08-17_ab9c542c-acc3-4dc5-a4d1-cedce7c36920.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: 2012-08-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-08-15 Common Stock A 3600 $0.00 Acquired 26458 Direct
2012-08-15 Common Stock F 1320 $4.42 Disposed 25138 Direct
2012-08-15 Common Stock A 1750 $0.00 Acquired 26888 Direct
2012-08-15 Common Stock F 641 $4.42 Disposed 26247 Direct
2012-08-15 Common Stock A 3750 $0.00 Acquired 29997 Direct
2012-08-15 Common Stock F 1375 $4.42 Disposed 28981 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-08-15 Restricted Stock Units $0.00 M 3600 Disposed 2014-02-15 Common Stock (3600) Direct
2012-08-15 Restricted Stock Units $0.00 M 1750 Disposed 2014-02-15 Common Stock (1750) Direct
2012-08-15 Restricted Stock Units $0.00 M 3750 Disposed 2015-02-15 Common Stock (3750) Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 8/15/2012. 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 8/15/2012. 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 8/15/2012. 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 359 shares of common stock acquired in the company's Section 16-b exempt employee stock purchase plan on 7/2/2012.