HARMONIC INC. — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2017-11-15

Reporting Person: Kalra Sanjay (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common Stock	M	15181	$0.00	Acquired	21404	Direct
2017-11-16	Common Stock	S	5841	$3.8091	Disposed	15563	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of performance-based restricted stock units on 11/15/2017.

F2: Represents the number of shares automatically sold to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its 1995 Stock Plan to enable the satisfaction of tax withholding obligations with funding from a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.