HARMONIC INC. — Director's Dealing 2018

Mar 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2018-03-08

Reporting Person: HARSHMAN PATRICK (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-08	Common Stock	M	33496	$0.00	Acquired	708160	Direct
2018-03-09	Common Stock	S	12309	$3.5298	Disposed	695851	Direct
2018-03-08	Common Stock	M	63328	$0.00	Acquired	759179	Direct
2018-03-09	Common Stock	S	23272	$3.53	Disposed	735907	Direct

Footnotes

F1: These shares of common stock were acquired upon the vesting of performance-based restricted stock units on March 8, 2018.

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.