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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Kalra Sanjay (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 and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2021
	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	02/15/2021		M		8,334(1)	A	$0.00	143,525	D
Common Stock	02/15/2021		F		4,645(2)	D	$7.605	138,880	D
Common Stock	02/15/2021		M		9,584(3)	A	$0.00	148,464	D
Common Stock	02/15/2021		F		5,007(2)	D	$7.605	143,457	D
Common Stock	02/15/2021		M		41,790(4)	A	$0.00	185,247	D
Common Stock	02/15/2021		F		22,002(2)	D	$7.605	163,245	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	02/15/2021		M			8,334	02/15/2019	02/15/2021	Common Stock	8,334	$0.00	0	D
Restricted Stock Units	$0.00	02/15/2021		M			9,584	02/15/2020	02/15/2022	Common Stock	9,584	$0.00	38,333	D
Restricted Stock Units	$0.00	02/15/2021		M			41,790	02/15/2021	02/15/2023	Common Stock	41,790	$0.00	83,580	D
Restricted Stock Units(5)	$0.00	02/16/2021		A		110,153		02/15/2022(6)	02/15/2024	Common Stock	110,153	$0.00	110,153	D

Explanation of Responses:

1. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2021. These restricted stock units were initially granted to the Reporting Person on 3/20/2018, and were identified on a Form 4 filed by the Reporting Person on 3/22/2018.

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 2/15/2021. These restricted stock units were initially granted to the Reporting Person on 4/15/2019, and were identified on a Form 4 filed by the Reporting Person on 4/17/2019.

4. These shares of common stock were acquired upon the vesting of restricted stock units on 2/15/2021. These restricted stock units were initially granted to the Reporting Person on 2/24/2020, and were identified on a Form 4 filed by the Reporting Person on 2/26/2020.

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

6. One third (33.33%) of the Shares subject to the Restricted Stock Units are scheduled to vest on February 15, 2022, 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.

Remarks:

	/s/ Laura Donovan By Attorney-in-Fact Laura Donovan	02/17/2021
	** 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).
** 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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