HARMONIC INC. — Director's Dealing 2017

Jun 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2017-06-08

Reporting Person: Kalra Sanjay (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-08	Restricted Stock Units (RSU)	$0.00	A	50000	Acquired	2020-06-08	Common Stock (50000)	Direct
2017-06-08	Performance Restricted Stock Units (PRSU)	$0.00	A	25000	Acquired	2020-03-15	Common Stock (25000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.

F2: One third (33.33%) of the Shares subject to the Restricted Stock Units are scheduled to vest on June 8, 2018, and approximately 8.33% of the remaining Restricted Stock Units will vest each three months thereafter, so as to be 100% vested on the third anniversary of the RSU Vesting Commencement Date.

F3: Each performance restricted stock unit, or PRSU, represents a contingent right to receive one share of HLIT common stock.

F4: If the closing price of HLIT's common stock, as quoted on the NASDAQ Stock Market, equals or exceeds certain stock price thresholds for at least 20 consecutive trading days (the "Minimum Trading Period"), then 25% of the PRSUs will vest on the final day of the Minimum Trading Period. If the stock price threshold for which the Minimum Trading Period has been satisfied exceeds one or more other stock price thresholds for which the PRSU award has not already vested, then the vesting associated with all such stock price thresholds shall occur as of the close of market on the final day of the Minimum Trading Period.