SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Warren Timothy (Last) (First) (Middle) 4300 NORTH FIRST STREET (Street) SAN JOSE CA 95134 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/06/2018	3. Issuer Name and Ticker or Trading Symbol HARMONIC INC [ HLIT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Video Products	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	239,581	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option/Right to Buy	12/13/2014(1)	12/13/2020	Common Stock	25,000	6.67	D
Stock Option/Right to Buy	02/15/2015(2)	03/14/2021	Common Stock	30,000	6.49	D
Stock Option/Right to Buy	02/15/2016(2)	03/13/2022	Common Stock	12,000	7.58	D
Restricted Stock Units	02/15/2016(3)	02/15/2018	Common Stock	2,400	0.00	D
Stock Option/Right to Buy	02/15/2017(4)	03/24/2023	Common Stock	45,000	3.23	D
Restricted Stock Units	02/15/2017(5)	02/15/2018	Common Stock	2,250	0.00	D
Restricted Stock Units	08/01/2017(6)	08/01/2018	Common Stock	6,250	0.00	D
Restricted Stock Units	02/15/2018(7)	02/15/2019	Common Stock	50,000	0.00	D

Explanation of Responses:

1. Fifty percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one twenty fourth of the Shares subject to the Option vested monthly thereafter.

2. Twenty-five percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one forty eighth of the Shares subject to the Option vests monthly thereafter.

3. Forty percent of the shares subject to the restricted stock units vested on February 15, 2016, and fifteen percent of the restricted stock units are scheduled to vest semi-annually thereafter so as to be 100% vested on February 15, 2018.

4. Thirty three percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one thirty sixth of the Shares subject to the Option are scheduled to vest monthly thereafter.

5. Fifty percent of the shares subject to the restricted stock units vested on February 15, 2017, and twenty five percent of the restricted stock units are scheduled to vest quarterly thereafter so as to be 100% vested on February 15, 2018.

6. Fifty percent of the shares subject to the restricted stock units vested on August 1, 2017, and twenty five percent of the restricted stock units are scheduled to vest quarterly thereafter so as to be 100% vested on August 1, 2018.

7. Fifty percent of the Shares subject to the Restricted Stock Units are scheduled to vest on February 15, 2018, and twenty five percent of the remaining Restricted Stock Units will vest each three months thereafter.

Remarks:

	/s/ Laura Donovan By Attorney-in-Fact: Laura Donovan	02/15/2018
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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