Ian Graham Form 4 HARMONIC / Ian Graham ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Graham Ian

(Last) (First) (Middle)

2590 ORCHARD PARKWAY

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARMONIC INC [ HLIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Sales & Video Svcs

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2022		M		4,584(1)	A	$0.00	97,740	D
Common Stock	02/15/2022		F		2,502(2)	D	$9.43	95,238	D
Common Stock	02/15/2022		M		4,092(3)	A	$0.00	99,330	D
Common Stock	02/15/2022		F		2,233(2)	D	$9.43	97,097	D
Common Stock	02/15/2022		M		1,667(4)	A	$0.00	98,764	D
Common Stock	02/15/2022		F		910(2)	D	$9.43	97,854	D
Common Stock	02/15/2022		M		27,671(5)	A	$0.00	125,525	D
Common Stock	02/15/2022		F		15,105(2)	D	$9.43	110,420	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	02/15/2022		M			4,584	02/15/2020	02/15/2022	Common Stock	4,584	$0.00	0	D
Restricted Stock Units	$0.00	02/15/2022		M			4,092	02/15/2021	02/15/2023	Common Stock	4,092	$0.00	16,367	D
Restricted Stock Units	$0.00	02/15/2022		M			1,667	08/15/2021	08/15/2023	Common Stock	1,667	$0.00	10,001	D
Restricted Stock Units	$0.00	02/15/2022		M			27,671	02/15/2022	02/15/2024	Common Stock	27,671	$0.00	55,343	D

Explanation of Responses:

1. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2022. These restricted stock units were initially granted to the Reporting Person on 6/22/2019, and were identified on a Form 3 filed by the Reporting Person on August 7, 2020.

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

3. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2022. These restricted stock units were initially granted to the Reporting Person on 2/24/2020, and were identified on a Form 3 filed by the Reporting Person on August 7, 2020.

4. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2022. These restricted stock units were initially granted to the Reporting Person on 8/19/2020, and were identified on a Form 4 filed by the Reporting Person on 8/21/2020.

5. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2022. These restricted stock units were initially granted to the Reporting Person on 2/16/2021, and were identified on a Form 4 filed by the Reporting Person on 2/18/2021.

Remarks:

	/s/ Laura Donovan By Attorney-in-Fact: Laura Donovan	02/17/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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