HARMONIC INC. — Director's Dealing 2023

Feb 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARMONIC INC (HLIT)
CIK: 0000851310
Period of Report: 2023-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-17	Common Stock	M	274245	$0.00	Acquired	798644	Direct
2023-02-17	Common Stock	F	144389	$13.57	Disposed	654255	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Restricted Stock Units	$0.00	A	149722	Acquired	2026-02-15	Common Stock (149722)	Direct

Footnotes

F1: These performance-based restricted stock units ("PRSUs") were granted on February 24, 2020, with vesting based on the total stockholder return ("TSR") to holders of Company common stock during a three-year performance period that concluded on February 14, 2023. Based on the TSR over the the performance period, 150% of the shares underlying the PRSUs, or 274,245 shares, vested in accordance with the terms set forth in DEF 14A filed by the Company with the U.S. Securities and Exchange Commission on April 28, 2021, upon the approval of the Compensation Committee of the Board of Directors of the Company on February 17, 2023.

F2: Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.

F3: One third (33.33%) of the Shares subject to the Restricted Stock Units are scheduled to vest on February 15, 2024, 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.