HARMONIC INC. — Director's Dealing 2013

May 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2013-05-15

Reporting Person: AVER CAROLYN V (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-15	Common Stock	A	13750	$0.00	Acquired	77459	Direct
2013-05-15	Common Stock	F	5167	$6.00	Disposed	72292	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-15	Restricted Stock Units	$0.00	M	13750	Disposed	2014-05-15	Common Stock (13750)	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of restricted stock units on 5/15/2013. These restricted stock units were initially granted to the Reporting Person on 6/1/2010, and were identified on a Form 4 filed by the Reporting Person on 6/3/2010.

F2: Shares of Harmonic Inc. common stock withheld by Harmonic Inc. to satisfy tax withholding obligation upon vesting of restricted stock units.