| OMB APPROVAL |
| OMB Number: 3235-0362 |
| Expires: January 31, 2005 |
| Estimated average burden hours per response...1.0 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940
| o | Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| o | Form 3 Holdings Reported |
| o | Form 4 Transactions Reported |
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
|||||||
|
Dickson, Robin N.
(Last) (First) (Middle) |
Harmonic Inc. (HLIT)
|
|
||||||||||
|
549 Baltic Way
|
4. | Statement for Month/Year | 5. | If Amendment, Date of Original (Month/Year) | ||||||||
|
December 2002
|
|
|||||||||||
| (Street) | 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Reporting (Check Applicable Line) |
||||||||
|
Sunnyvale, CA 94089
(City) (State) (Zip) |
o | Director | o | 10% Owner | x | Form filed by One Reporting Person | ||||||
| x | Officer (give title below) | o | Form filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
|
Chief Financial Officer
|
||||||||||||
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). |
| 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 at the End of Issuer's Fiscal Year (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
|||||||||
| Amount | (A) or (D) |
Price | ||||||||||||||||||||||
| Common Stock | 6/28/02 | NR | 2,318 | A | $3.1102 | 57,024 | D | |||||||||||||||||
Page 2
| 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) |
||||||
| (A) | (D) | ||||||||||||||||
| Common Stock (right to buy) | $10.40 | 1/23/02 | A | 37,000 | |||||||||||||
Page 3
| Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount
of Underlying Securities (Instr. 3 and 4) |
8. | Price of Derivative Security (Instr. 5) |
9. | Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) |
10. | Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature of Indirect Beneficial Ownership (Instr. 4) |
||||||
| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
||||||||||||||
| (1) | 1/23/12 | Common Stock | 37,000 | 37,000 | D | ||||||||||||
Explanation of Responses:
(1) Twenty five percent of the shares subject to the option shall vest twelve months after the Vesting Commencement Date, and 1/48th of the shares subject to the Option shall vest each month thereafter.
The directly owned Common Stock holdings reflected in Table One of this form include shares purchased through Harmonic's Employee Stock Purchase Plan, which satisfies the exemption requirements of Rule 16-B.
| /s/ Laura Donovan | February 10, 2003 | |
**Signature of Reporting Person By: Laura Donovan Attorney-in-Fact |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. | |
Page 4